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Item 2. Management’s Discussion and Analysis

2025-10-28 compared with 2025-07-31 · 174 added, 161 removed, 277 unchanged (55% of the section changed)

1 unchanged sentence

ATI is a global manufacturer of technically advanced specialty materials and complex components.

Our largest market is aerospace & defense, representing 66% of sale s for the year-to-date period ended June 29, 2025, led by products for jet engines and airframes.

Our largest market is aerospace & defense, representing 68% of sale s for the year-to-date period ended September 28, 2025, led by products for jet engines and airframes.

Additionally, we have a strong presence in the specialty energy, medical and electronics markets.

In aggregate, these markets represented 79% of our sales for the year-to-date period ended June 29, 2025.

In aggregate, these markets represented 80% of our sales for the year-to-date period ended September 28, 2025.

ATI is a market leader in manufacturing differentiated products that require our materials science capabilities and unique process technologies, including our new product development competence.

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Results of Operations

Second quarter 2025 sales increased 4% to $1.14 billion, compared to $1.10 billion of sales for the second quarter 2024, primarily due to increased demand for commercial jet engines, partially offset by a decline in sales for commercial airframes.

In aggregate, ATI’s aerospace & defense market sales increased 11% to $762 million, or 67% of total sales in the second quarter 2025, compared to $684 million, or 62% of total sales in the second quarter 2024.

The increase in aerospace & defense market sales was partially offset by sales declines of 37% to the medical market and 17% to the specialty energy market.

Sales for the year-to-date period ended June 29, 2025 increased 7% to $2.28 billion, compared to sales of $2.14 billion for the comparable 2024 period.

The increase in sales was primarily due to a 17% increase in the aerospace & defense markets, driven by higher demand for commercial jet engines.

The increase was partially offset by a 20% decline in sales to our other core markets, including declines of 33% and 14% in sales to the medical and specialty energy markets, respectively.

Comparative information regarding our overall revenues (in millions) by end market and their respective percentages of total revenues for the quarters and year-to-date periods ended June 29, 2025 and June 30, 2024 is shown below.

Third quarter 2025 sales increased 7% to $1.13 billion, compared to $1.05 billion of sales for the third quarter 2024, primarily due to increased demand in the aerospace & defense market, partially offset by a decline in sales to our other core and industrial markets.

In aggregate, ATI’s aerospace & defense market sales increased 21% to $792.7 million, or 70% of total sales in the third quarter 2025, compared to $653.8 million, or 62% of total sales in the third quarter 2024.

The increase in aerospace & defense market sales was partially offset by sales declines in other core and industrial markets of 23% and 11%, respectively.

Sales for the year-to-date period ended September 28, 2025 increased 7% to $3.41 billion, compared to sales of $3.19 billion for the comparable 2024 period.

The increase in sales was primarily due to an 18% increase in sales to the aerospace & defense market, partially offset by sales declines in other core and industrial markets of 21% and 4%, respectively.

Quarter ended Quarter ended

Markets June 29, 2025 June 30, 2024

Markets September 28, 2025 September 29, 2024

Aerospace & Defense:

8 unchanged sentences

Core End Markets 925.9 82 % 825.9 79 %

Conventional Energy 92.9 8 % 66.1 6 %

Automotive 61.3 6 % 63.8 6 %

Conventional Energy 56.8 5 % 72.6 7 %

Construction/Mining 36.8 3 % 41.8 4 %

3 unchanged sentences

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

Markets June 29, 2025 June 30, 2024

Markets September 28, 2025 September 29, 2024

Aerospace & Defense:

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Total $ 3,410.3 100 % $ 3,189.4 100 %

For the second quarter 2025, international sales increased to $490 million, or 43% of total sales, from $457 million, or 42% of total sales, in the second quarter 2024.

For the third quarter 2025, international sales increased to $445 million, or 40% of total sales, from $426 million, or 40% of total sales, in the third quarter 2024.

ATI’s international sales are mostly to our core end markets.

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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

Nickel-based alloys and specialty alloys 44 % 46 % 47 % 45 %

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Total 100 % 100 % 100 % 100 %

Gross profit for the second quarter of 2025 was $242.5 million, or 21.3% of sales, compared to $227.4 million, or 20.8% of sales for the second quarter 2024.

Second quarter 2025 gross profit includes a benefit of $7.0 million related to the recognition of previously deferred employee retention tax credits, of which $4.4 million related to the HPMC segment and $2.6 million related to the AA&S segment.

Second quarter 2025 gross profit also includes $7.1 million of start-up and transaction related costs, which are excluded from Adjusted EBITDA.

Second quarter 2024 gross profit includes a benefit of $8.6 million related to the recognition of previously deferred employee retention tax credits, of which $3.5 million related to the HPMC segment and $5.1 million related to the AA&S segment.

Second quarter 2024 gross profit also includes $5.5 million of charges for inventory write-downs related to our European restructuring and $1.8 million of start-up related costs, which are excluded from Adjusted EBITDA.

Our gross profit was $478.3 million, or 20.9% of sales, for the year-to-date period ended June 29, 2025, compared to $424.8 million, or 19.9% of sales for the year-to-date period ended June 30, 2024.

Year-to-date 2025 gross profit includes a benefit of $7.2 million related to the recognition of previously deferred employee retention tax credits, of which $4.4 million of related to the HPMC segment and $2.8 million related to the AA&S segment.

Gross profit for the third quarter of 2025 was $255.3 million, or 22.7% of sales, compared to $224.8 million, or 21.4% of sales, for the third quarter 2024.

Third quarter 2025 gross profit includes $7.0 million of start-up and transaction-related costs, which are excluded from Adjusted EBITDA.

Third quarter 2024 gross profit includes a benefit of $4.8 million related to the recognition of previously deferred employee retention tax credits, of which $2.9 million related to the HPMC segment and $1.9 million related to the AA&S segment.

Third quarter 2024 gross profit also includes $2.5 million of start-up costs, partially offset by a $0.4 million credit for adjustments to inventory reserves related to our European restructuring, which are excluded from Adjusted EBITDA.

Our gross profit was $733.6 million, or 21.5% of sales, for the year-to-date period ended September 28, 2025, compared to $649.6 million, or 20.4% of sales for the year-to-date period ended September 29, 2024.

Year-to-date 2025 gross profit includes a benefit of $7.2 million related to the recognition of previously deferred employee retention tax credits, of which $4.4 million related to the HPMC segment and $2.8 million related to the AA&S segment.

Year-to-date 2025 gross profit also includes start-up and transaction-related costs of $17.0 million, which are excluded from Adjusted EBITDA.

Year-to-date 2024 gross profit includes a benefit of $13.4 million related to the recognition of previously deferred employee retention tax credits, of which $6.4 million related to the HPMC segment and $7.0 million related to the AA&S segment.

Year-to-date 2024 gross profit also includes $5.5 million of charges for inventory write-downs related to our European restructuring and $4.7 million of start-up related costs, which are excluded from Adjusted EBITDA.

Year-to-date 2024 gross profit also includes $7.2 million of start-up costs and $5.1 million of charges for inventory write-downs related to our European restructuring, which are excluded from Adjusted EBITDA.

Selling and Administrative Expenses

Selling and administrative expenses for the second quarter 2025 were $82.8 million, a decline of 7% compared to $88.9 million for the second quarter 2024.

The decrease was primarily due to lower incentive compensation costs and foreign exchange gains, partially offset by higher research and development expenses.

Second quarter 2025 includes $1.6 million of losses on the sale of customer accounts receivable, which are excluded from Adjusted EBITDA.

Selling and administrative expenses for the year-to-date 2025 period were $167.8 million, a decline of 2% compared to $170.9 million for the second quarter 2024.

The decrease was primarily due to lower incentive compensation costs and foreign exchange gains, partially offset by higher research and development expenses.

Year-to-date 2025 includes $3.2 million of losses on the sale of customer accounts receivable, which are excluded from Adjusted EBITDA.

Restructuring Charges

Restructuring charges were a credit for the second quarters of 2025 and 2024 of $1.3 million and $1.9 million, respectively, due to a reduction in severance-related reserves based on revised workforce reduction estimates.

Restructuring charges were a credit for the year-to-date periods ended June 29, 2025 and June 30, 2024 of $1.3 million and $1.7 million, respectively, due to a reduction in severance-related reserves based on revised workforce reduction estimates.

Loss (Gain) on Asset Sales and Sales of Businesses, net

The year-to-date 2025 loss on asset sales and sales of businesses of $3.9 million was mostly comprised of a $3.7 million loss for 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.

Gains on asset sales and sales of businesses of $2.2 million for both the second quarter and year-to-date 2024 were mostly comprised of a $2.3 million gain on the sale of our idled Houston, PA facility.

Selling and administrative expenses for the third quarter 2025 were $94.6 million, an increase of 15% compared to $82.4 million for the third quarter 2024.

The increase was primarily due to higher incentive compensation costs, foreign exchange losses compared to gains in the prior year period, and higher research and development expenses.

Third quarter 2025 includes $3.8 million of transformation and transaction-related costs and $2.5 million of losses on the sale of customer accounts receivable, which are excluded from Adjusted EBITDA.

Third quarter 2024 includes $1.7 million of transaction costs, which are excluded from Adjusted EBITDA.

Selling and administrative expenses for the year-to-date 2025 period were $262.4 million, an increase of 4% compared to $253.3 million for the 2024 year-to-date period.

The increase was primarily due to higher incentive compensation costs, foreign exchange losses, and higher research and development expenses.

Year-to-date 2025 includes $4.9 million of transformation and transaction-related costs and $5.7 million of losses on the sale of customer accounts receivable, which are excluded from Adjusted EBITDA.

Year-to-date 2024 includes $1.7 million of transaction costs, which are excluded from Adjusted EBITDA.

Restructuring (Credits) Charges

Third quarter 2025 included restructuring credits of $0.4 million due to a reduction in severance-related reserves primarily for our previous European restructuring.

Third quarter 2024 included restructuring charges of $0.5 million for severance-related reserves for the involuntary reduction of several domestic employees.

The year-to-date periods ended September 28, 2025 and September 29, 2024 included restructuring credits of $1.7 million and $1.2 million, respectively, primarily due to reductions in severance-related reserves for previous European and AA&S restructuring activities.

(Gain) Loss on Asset Sales and Sales of Businesses, net

Gain on asset sales and sales of businesses, net of $1.3 million for the third quarter of 2025 primarily includes a $1.1 million gain on the sale of our East Hartford, CT operations, an immaterial, non-core operation that was part of the Forged Products business unit in the HPMC segment.

The year-to-date period ended September 28, 2025 loss on asset sales and sales of businesses, net of $2.6 million also includes a $3.7 million loss for 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.

Gains on asset sales and sales of businesses, net of $2.5 million for the year-to-date 2024 period was mostly comprised of a $2.3 million gain on the sale of our idled Houston, PA facility.

Interest Expense, Net

Interest expense, net decreased to $25.4 million in the second quarter of 2025 compared to $28.4 million in the second quarter of 2024.

Capitalized interest reduced interest expense by $2.1 million in the second quarter 2025 and $1.9 million in the second quarter 2024.

In addition, interest expense, net in the year-to-date period ended June 29, 2025 decreased to $48.4 million compared to $55.0 million in the year-to-date period ended June 30, 2024.

For the year-to-date periods ended June 29, 2025 and June 30, 2024, capitalized interest was $5.2 million and $5.9 million, respectively.

Interest expense, net decreased to $26.1 million in the third quarter of 2025 compared to $28.0 million in the third quarter of 2024.

Capitalized interest reduced interest expense by $2.4 million in the third quarter 2025 and $2.9 million in the third quarter 2024.

In addition, interest expense, net in the year-to-date period ended September 28, 2025 decreased to $74.5 million compared to $83.0 million in the year-to-date period ended September 29, 2024.

For the year-to-date periods ended September 28, 2025 and September 29, 2024, capitalized interest was $7.6 million and $8.8 million, respectively.

The decrease in interest expense, net in both the quarter and year-to-date periods was primarily due to the redemption of the 2025 Convertible Notes in the third quarter of 2024.

Our effective tax rate for the second quarter of 2025 was 22.0%, resulting in an income tax provision of $29.3 million, and our effective tax rate for the second quarter of 2024 was 22.8%, resulting in an income tax provision of $25.3 million.

The effective tax rate for the second quarter of 2025 includes discrete tax expense of $0.6 million.

The effective tax rate for the second quarter of 2024 includes discrete tax benefits of $1.6 million, which includes the recognition of a stranded deferred tax valuation allowance in accumulated other comprehensive loss due to the maturity of our interest rate swap.

Excluding the discrete tax items, the Company’s effective tax rate for the second quarter of 2025 and 2024 was 21.5% and 24.2%, respectively.

Other Income, Net

Other income, net for the third quarter and year-to date period ended September 28, 2025 of $12.2 million and $15.5 million , respectively, included a gain of $10.5 million from the sale of certain oil and gas rights.

Other income, net for the third quarter and year-to date period ended September 29, 2024 of $4.4 million and $5.2 million, respectively, included a gain of $3.7 million from the sale of certain oil and gas rights.

Our effective tax rate for the third quarter of 2025 was 21.4%, resulting in an income tax provision of $31.0 million, and our effective tax rate for the third quarter of 2024 was 24.6%, resulting in an income tax provision of $28.3 million.

The effective tax rate for the third quarter of 2025 includes discrete tax expense of $2.8 million, primarily related to return-to-provision adjustments for limitations of permanent benefits due to decreased taxable income.

The effective tax rate for the third quarter of 2024 includes discrete tax expense of $0.2 million.

Excluding the discrete tax items, the Company’s effective tax rates for the third quarter of 2025 and 2024 were 19.5% and 24.5%, respectively.

The decline in the effective tax rate was primarily due to deductions previously limited by net operating losses.

Our effective tax rate for the year-to-date period ended June 29, 2025 was 19.7%, resulting in an income tax provision of $50.3 million.

Our effective tax rate for the year-to-date period ended June 30, 2024 was 21.5%, resulting in an income tax provision of $42.2 million.

The effective tax rate for the year-to-date period ended June 29, 2025 includes discrete tax benefits of $4.5 million, inclusive of $4.1 million for share-based compensation.

The effective tax rate for the year-to-date period ended June 30, 2024 includes discrete tax benefits of $4.7 million, inclusive of $3.2 million for share-based compensation as well as the impact from the recognition of a stranded deferred tax valuation allowance in accumulated other comprehensive loss due to the maturity of our interest rate swap.

Excluding the discrete tax items, the Company’s effective tax rate for the sear-to-date periods ended June 29, 2025 and June 30, 2024 was 21.5% and 23.9%, respectively.

Our effective tax rate for the year-to-date period ended September 28, 2025 was 20.4%, resulting in an income tax provision of $81.3 million.

Our effective tax rate for the year-to-date period ended September 29, 2024 was 22.7%, resulting in an income tax provision of $70.5 million.

The effective tax rate for the year-to-date period ended September 28, 2025 includes discrete tax benefits of $1.7 million, inclusive of $4.1 million for share-based compensation.

The effective tax rate for the year-to-date period ended September 29, 2024 includes discrete tax benefits of $4.5 million, inclusive of $3.3 million for share-based compensation, as well as the impact from the recognition of a stranded deferred tax valuation allowance in accumulated other comprehensive loss due to the maturity of our interest rate swap.

Excluding the discrete tax items, the Company’s effective tax rate for the year-to-date periods ended September 28, 2025 and September 29, 2024 was 20.8% and 24.1%, respectively.

The decline in the effective tax rate was primarily due to deductions previously limited by net operating losses.

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.

Net income attributable to ATI was $100.7 million, or $0.70 per share, in the second quarter of 2025, compared to $81.9 million, or $0.58 per share, for the second quarter of 2024.

Net income attributable to ATI was $197.7 million, or $1.38 per share, in the year-to-date period ended June 29, 2025, compared to a net income attributable to ATI of $148.0 million, or $1.04 per share, for the prior year period.

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.

Net income attributable to ATI was $110.0 million, or $0.78 per share, in the third quarter of 2025, compared to $82.7 million, or $0.57 per share, for the third quarter of 2024.

Net income attributable to ATI was $307.7 million, or $2.16 per share, in the year-to-date period ended September 28, 2025, compared to a net income attributable to ATI of $230.7 million, or $1.61 per share, for the prior year period.

Business Segment Results

Comparative financial information (in millions) for our segments and corporate operations for the quarters and year-to-date periods ended June 29, 2025 and June 30, 2024 is shown below.

Comparative financial information (in millions) for our segments and corporate operations for the quarters and year-to-date periods ended September 28, 2025 and September 29, 2024 is shown below.

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

High Performance Materials & Components $ 602.9 $ 552.4 $ 1,795.8 $ 1,644.3

20 unchanged sentences

High Performance Materials & Components Segment

Second quarter 2025 sales were $608.8 million, an increase of $46.8 million, or 8%, compared to the second quarter 2024, which included a negative impact of $30 million due to the first quarter 2025 disposition of certain non-core operations in Europe.

Overall, the sales increase in second quarter 2025 compared to second quarter 2024 was primarily due to an $81.2 million, or 17%, increase in sales to the aerospace & defense market.

The increase in aerospace & defense sales was primarily driven by an $87.8 million, or 26%, increase in commercial jet engine sales, partially offset by a $16.4 million, or 18%, decrease in sales of commercial airframes, which included the impact of inventory destocking by current customers.

Sales were also lower to the medical and specialty energy markets.

Comparative information for our HPMC segment revenues (in millions) by market and their respective percentages of the segment’s overall revenues for the quarters ended June 29, 2025 and June 30, 2024 is as follows:

Third quarter 2025 sales were $602.9 million, an increase of $50.5 million, or 9%, compared to the third quarter 2024, primarily due to a $79.2 million, or 17%, increase in sales to the aerospace & defense market.

The increase in aerospace & defense sales was primarily driven by strong demand for commercial jet engine and defense products.

This increase was partially offset by a decline in sales to the medical, specialty energy, and industrial markets, inclusive of a $9 million negative impact due to the first quarter 2025 disposition of certain non-core operations in Europe.

Comparative information for our HPMC segment revenues (in millions) by market and their respective percentages of the segment’s overall revenues for the quarters ended September 28, 2025 and September 29, 2024 is as follows:

Quarter ended Quarter ended

Markets June 29, 2025 June 30, 2024

Markets September 28, 2025 September 29, 2024

Aerospace & Defense:

3 unchanged sentences

Total Aerospace & Defense 554.1 92 % 474.9 86 %

Medical 15.4 3 % 33.0 6 %

Specialty Energy 19.4 3 % 26.3 5 %

Medical 11.8 2 % 28.6 5 %

Electronics — — % — — %

3 unchanged sentences

Automotive 1.7 — % 4.6 1 %

Convention Energy 1.4 — % 2.4 — %

Conventional Energy 1.1 — % 2.4 — %

Other 9.5 2 % 10.7 2 %

1 unchanged sentence

Total $ 602.9 100 % $ 552.4 100 %

International sales represented 43% of total segment sales for the second quarter 2025, compared to 52% in the prior year period.

Comparative information for the HPMC segment’s major product categories, based on their percentages of revenue for the quarters ended June 29, 2025 and June 30, 2024, is as follows:

International sales represented 44% of total segment sales for the third quarter 2025, compared to 48% in the prior year period.

Comparative information for the HPMC segment’s major product categories, based on their percentages of revenue for the quarters ended September 28, 2025 and September 29, 2024, is as follows:

Quarter ended

June 29, 2025 June 30, 2024

September 28, 2025 September 29, 2024

Nickel-based alloys and specialty alloys 44 % 43 %

2 unchanged sentences

Total 100 % 100 %

Segment EBITDA in the second quarter 2025 was $144.0 million, or 23.7% of total sales, compared to $113.8 million, or 20.2% of total sales, for the second quarter 2024.

Segment EBITDA in the third quarter 2025 was $145.8 million, or 24.2% of total sales, compared to $123.2 million, or 22.3% of total sales, for the third quarter 2024.

The increase in segment EBITDA, as a percentage of sales, was primarily due to higher sales and favorable pricing of nickel-based and specialty alloys.

Results in the second quarter of 2025 and 2024 included benefits of $4.4 million and $3.5 million, respectively, from the recognition of previously deferred employee retention tax credits.

Sales for the year-to-date period ended June 29, 2025 were $1,192.9 million , an increase of $101.0 million, or 9%, compared to the year-to-date period ended June 30, 2024 , which included a negative impact of $67 million due to the first quarter 2025 disposition of certain non-core operations in Europe .

Sales to the aerospace & defense market increased $176.1 million, or 19% , primarily due to higher commercial jet engine sales of $188.2 million, or 30%, partially offset by a decline in sales of commercial airframes of $20.3 million, or 11%, which included the impact of inventory destocking by current customers .

Sales were also lower to the medical, industrial, and specialty energy markets.

Comparative information for our HPMC segment revenues (in millions) by market and their respective percentages of the segment’s overall revenues for the year-to-date periods ended June 29, 2025 and June 30, 2024 is as follows:

Results in the third quarter of 2024 included a benefit of $2.9 million from the recognition of previously deferred employee retention tax credits.

Sales for the year-to-date period ended September 28, 2025 were $1,795.8 million , an increase of $151.5 million, or 9%, compared to the year-to-date period ended September 29, 2024 , primarily due to a $255.3 million, or 18% , increase in sales to the aerospace & defense market.

The increase in aerospace & defense sales was primarily due to strong demand for commercial jet engine and defense products.

This increase was partially offset by a decline in sales to the medical, industrial, and specialty energy markets, inclusive of a $39 million negative impact due to the first quarter 2025 disposition of certain non-core operations in Europe.

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

Markets June 29, 2025 June 30, 2024

Markets September 28, 2025 September 29, 2024

Aerospace & Defense:

3 unchanged sentences

Total Aerospace & Defense 1,650.3 92 % 1,395.0 85 %

Medical 31.2 3 % 68.9 6 %

Specialty Energy 46.5 3 % 67.0 4 %

Medical 43.0 2 % 97.5 6 %

Electronics — — % 3.0 — %

3 unchanged sentences

Automotive 5.9 — % 13.4 1 %

Convention Energy 3.1 — % 5.9 1 %

Conventional Energy 4.2 — % 8.3 1 %

Other 25.4 2 % 40.2 2 %

1 unchanged sentence

Total $ 1,795.8 100 % $ 1,644.3 100 %

International sales represented 44% of total segment sales for the first half of 2025.

Comparative information for the HPMC segment’s major product categories, based on their percentages of revenue for the year-to-date periods ended June 29, 2025 and June 30, 2024, is as follows:

International sales represented 44% of total segment sales for the 2025 year-to-date period.

Comparative information for the HPMC segment’s major product categories, based on their percentages of revenue for the year-to-date periods ended September 28, 2025 and September 29, 2024, is as follows:

Year-to-date period ended

June 29, 2025 June 30, 2024

September 28, 2025 September 29, 2024

Nickel-based alloys and specialty alloys 43 % 41 %

1 unchanged sentence

Titanium and titanium-based alloys 18 % 23 %

Precision rolled strip products — % 1 %

Total 100 % 100 %

Segment EBITDA in the first half of 2025 increased to $275.0 million, or 23.1% of total sales, compared to $211.4 million, or 19.4% of total sales, for the first half of 2024.

Segment EBITDA in the year-to-date period ended September 28, 2025 increased to $420.8 million, or 23.4% of total sales, compared to $334.6 million, or 20.4% of total sales, for the year-to-date period ended September 29, 2024.

The increase in segment EBITDA, as a percentage of sales, was primarily due to higher sales and favorable pricing of nickel-based and specialty alloys.

Results in the first half of 2025 and 2024 included benefits of $4.4 million and $3.5 million, respectively, from the recognition of previously deferred employee retention tax credits.

Results for the year-to-date periods ended September 28, 2025 and September 29, 2024 included benefits of $4.4 million and $6.4 million, respectively, from the recognition of previously deferred employee retention tax credits.

The Company’s investments to increase capacity and focus on continuous improvement are driving improvements to our work-flow processes and operations.

HPMC results for 2025 reflected year-over-year improved operating leverage and pricing as we continued to experience increasing demand from the aerospace & defense market, especially for commercial jet engines.

Although macro risks and uncertainty continue, we believe our capabilities, strong backlog and long-term agreements (“LTAs”) with aerospace market OEMs for our specialty materials, including powders, parts and components, position the HPMC segment for profitable growth for the next several years.

ATI has prepared for the potential risks of tariffs for many years, and we have taken actions to minimize the impact of these tariffs in our contracts and supply chains.

Although macro risks and uncertainty continue, we believe our capabilities, strong backlog and long-term agreements with aerospace market OEMs for our specialty materials, including powders, parts and components, position the HPMC segment for profitable growth for the next several years.

ATI has prepared for the potential risks of tariffs for many years, and we have taken actions to minimize the impact of tariffs in our contracts and supply chains.

While we expect continued, near-term challenges, we believe the backlog of commercial aircraft production, increasing requirements for maintenance, repair, and operations, and the current OEM production forecasts support our long-term growth expectations in this end market.

Advanced Alloys & Solutions Segment

Second quarter 2025 sales of $531.6 million were relatively flat compared to the second quarter 2024, decreasing $1.7 million.

Sales to the aerospace & defense market declined by $3.3 million, or 2%, as stronger demand for commercial jet engines was offset by a decline in sales of defense related applications.

Sales to our other core markets also declined by $5.6 million, or 5%, primarily due to lower demand in the specialty energy and medical markets.

These decreases were partially offset by an increase of $7.2 million, or 4%, in the industrial markets, primarily due to higher sales to the conventional energy market.

Comparative information regarding our AA&S segment revenues (in millions) by market and their respective percentages of the segment’s overall revenues for the quarters ended June 29, 2025 and June 30, 2024 is shown below.

Third quarter 2025 sales were $522.6 million, an increase of $23.8 million, or 5%, compared to the third quarter 2024.

Sales to the aerospace & defense market increased $59.7 million, or 33%, due to higher commercial airframe and jet engine sales of $40.3 million and a $19.4 million increase in sales of defense products.

Aerospace & defense sales were 46% of the total AA&S sales in the third quarter 2025 compared to 36% in third quarter 2024.

The sales increase for aerospace & defense was partially offset by declines in sales to our other core markets, primarily specialty energy and medical, of $14.5 million, or 21% .

Quarter ended Quarter ended

Markets June 29, 2025 June 30, 2024

Markets September 28, 2025 September 29, 2024

Aerospace & Defense:

3 unchanged sentences

Total Aerospace & Defense 238.6 46 % 178.9 36 %

Specialty Energy 48.8 9 % 54.1 10 %

Electronics 48.4 9 % 49.1 10 %

Specialty Energy 34.5 7 % 43.6 9 %

Medical 19.1 3 % 24.5 5 %

1 unchanged sentence

Core End Markets 340.6 65 % 296.1 60 %

Convention Energy 91.5 17 % 63.7 12 %

Automotive 59.6 11 % 59.2 12 %

Conventional Energy 55.7 11 % 70.2 14 %

Construction/Mining 31.5 6 % 36.9 7 %

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Total $ 522.6 100 % $ 498.8 100 %

International sales represented 44% of total segment sales for the second quarter of 2025, compared to 31% in the prior year’s second quarter.

Comparative information regarding the AA&S segment’s major product categories, based on their percentages of revenue for the quarters ended June 29, 2025 and June 30, 2024, is presented in the following table.

International sales represented 35% of total segment sales for the third quarter of 2025, compared to 32% in the prior year’s third quarter.

Comparative information regarding the AA&S segment’s major product categories, based on their percentages of revenue for the quarters ended September 28, 2025 and September 29, 2024, is presented in the following table.

HRPF conversion service sales are excluded from this presentation.

Quarter ended

June 29, 2025 June 30, 2024

September 28, 2025 September 29, 2024

Nickel-based alloys and specialty alloys 45 % 50 %

Zirconium and related alloys 19 % 18 %

Titanium and titanium-based alloys 22 % 12 %

Zirconium and related alloys 20 % 17 %

Precision rolled strip products 13 % 21 %

Total 100 % 100 %

Segment EBITDA was $76.7 million, or 14.4% of sales, for the second quarter 2025, compared to segment EBITDA of $87.5 million, or 16.4% of sales, for the second quarter 2024.

The margin decrease compared to the prior year was primarily due to sales mix changes and unfavorable manufacturing cost absorption.

Further, s econd quarter 2025 included a $2.6 million benefit from the recognition of previously deferred employee retention tax credits compared to $5.1 million of such benefits in the second quarter 2024.

Sales for the first half of 2025 were $1,091.9 million, an increase of $45.6 million or 4% compared to the first half of 2024.

Sales to the aerospace & defense market increased by $40.5 million, or 11%, while sales to industrial markets increased $19.4

million, or 5%, driven by demand in the conventional energy market.

These increases were partially offset by a decline in sales to our other core markets of $14.3 million, or 6%, primarily due to the electronics and specialty energy market.

Comparative information regarding our AA&S segment revenues (in millions) by market and their respective percentages of the segment’s overall revenues for the year-to-date periods ended June 29, 2025 and June 30, 2024 is shown below.

Segment EBITDA was $90.4 million, or 17.3% of sales, for the third quarter 2025, compared to segment EBITDA of $73.6 million, or 14.8% of sales, for the third quarter 2024.

The margin increase compared to the prior year was primarily due to favorable sales mix and pricing of exotic alloys.

Third qua rter 2024 included a $1.9 million benefit from the recognition of previously deferred employee retention tax credits.

Sales for the year-to-date period ended September 28, 2025 were $1,614.5 million, an increase of $69.4 million or 5% compared to the year-to-date period ended September 29, 2024.

Sales to the aerospace & defense market increased by $100.2 million, or 18%, due to higher commercial airframe and jet engine sales of $77.7 million and a $22.5 million increase in

defense sales.

The increase in aerospace & defense sales was partially offset by a decline in sales to our other core markets of $29.5 million, or 8%.

Sales to industrial markets were essentially flat compared to the prior year period.

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

Markets June 29, 2025 June 30, 2024

Markets September 28, 2025 September 29, 2024

Aerospace & Defense:

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Total Aerospace & Defense 658.6 41 % 558.4 36 %

Specialty Energy 86.9 8 % 92.0 9 %

Electronics 131.7 8 % 139.8 9 %

Specialty Energy 121.4 8 % 135.6 9 %

Medical 69.2 4 % 76.4 5 %

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Core End Markets 980.9 61 % 910.2 59 %

Convention Energy 211.6 19 % 162.7 16 %

Conventional Energy 267.3 17 % 232.9 15 %

Automotive 180.8 11 % 177.2 11 %

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Total $ 1,614.5 100 % $ 1,545.1 100 %

International sales represented 43% of total segment sales for the first half of 2025, compared to 33% the prior year.

International sales represented 40% of total segment sales for the year-to-date period ended September 28, 2025, compared to 33% the prior year.

HRPF conversion service sales are excluded from this presentation.

Year-to-date period ended

June 29, 2025 June 30, 2024

September 28, 2025 September 29, 2024

Nickel-based alloys and specialty alloys 51 % 50 %

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Total 100 % 100 %

Segment EBITDA was $160.1 million, or 14.7% of sales, in the first half of 2025, compared to segment EBITDA of $159.3 million, or 15.2% of sales, for the second quarter 2024.

The margin decrease compared to the prior year was primarily due to sales mix changes, unfavorable manufacturing cost absorption and higher operating costs, which offset the benefit of higher sales volumes.

In addition, r esults in the first half of 2025 include a benefit of $2.8 million from the recognition of previously deferred employee retention tax credits and a benefit of $2.6 million due to a customer recovery for previously reserved accounts receivable.

The first half of 2024 includes a benefit of $5.1 million from the recognition of previously deferred employee retention tax credits.

While our margins for the AA&S segment declined on a year-over-year basis, we expect to see margin expansion in the second half of 2025 through improved sales mix and improved operating performance.

We are also closely monitoring macro risks and uncertainty, and have taken actions to minimize the impact of tariffs in our contracts and supply chains.

Segment EBITDA was $250.5 million, or 15.5% of sales, for the year-to-date period ended September 28, 2025, compared to segment EBITDA of $232.9 million, or 15.1% of sales, for the year-to-date period ended September 29, 2024.

The margin increase compared to the prior year was primarily due to higher sales, a favorable sales mix, and pricing of exotic alloys.

Results for the year-to-date period ended September 28, 2025 include a benefit of $2.8 million from the recognition of previously deferred employee retention tax credits and a benefit of $2.6 million due to a customer recovery for previously reserved accounts receivable.

Re sults for the year-to-date period ended September 29, 2024 includes a benefit of $7.0 million from the recognition of previously deferred employee retention tax credits.

Margins for our AA&S segment increased on a year-over-year basis, as expected, through improved sales mix and operating performance.

We continue to closely monitor macro risks and uncertainty, and have taken actions to minimize the impact of tariffs in our contracts and supply chains.

Corporate Items

Corporate expenses for the second quarter of 2025 were $15.4 million, compared to $19.4 million for the second quarter 2024.

For the year-to-date period ended June 29, 2025, corporate expenses were $32.8 million, compared to $36.5 million for the year-to-date period ended June 30, 2024.

The decrease in corporate expenses for the quarter and year-to-date periods ended June 29, 2025 was primarily due to lower incentive compensation costs.

Closed operations and other income/expense for the second quarter 2025 was income of $2.4 million, compared to income of $0.7 million for the second quarter 2024.

For the year-to-date period ended June 29, 2025, closed operations and other income/expense offset, compared to expense of $0.6 million for the year-to-date period ended June 30, 2024.

Closed operations and other income/expense for the quarter and year-to-date periods ended June 29, 2025 benefited from foreign exchange gains and a favorable bankruptcy settlement related to an insurance claim.

Corporate expenses for the third quarter of 2025 were $15.6 million, compared to $13.4 million for the third quarter 2024.

The increase in corporate expenses for the quarter ended September 28, 2025 was primarily due to higher incentive compensation costs.

For the year-to-date period ended September 28, 2025, corporate expenses were $48.4 million, compared to $49.9 million for the year-to-date period ended September 29, 2024.

The decrease in corporate expenses for the year-to-date period ended September 28, 2025 was primarily due to lower incentive compensation costs.

Closed operations and other income/expense for the third quarter 2025 was income of $4.5 million, compared to income of $2.3 million for the third quarter 2024.

For the year-to-date period ended September 28, 2025, closed operations and other income/expense was income $4.5 million, compared to income of $1.7 million for the year-to-date period ended September 29, 2024.

Closed operations and other income/expense for the quarter and year-to-date periods ended September 28, 2025 and September 29, 2024 includes gains of $10.5 million and $3.7 million, respectively, on the sale of certain oil and gas rights, included within other income, net, on the consolidated statements of operations.

Managed Working Capital

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Our strategies include, but are not limited to, taking advantage of favorable customer and supplier payment terms, participating in supplier financing programs, accounts receivable factoring arrangements and other customer financing programs, managing the timing of purchases of raw materials, and leveling manufacturing process throughput and shipping to limit periodic increases in Managed working capital.

At June 29, 2025, Managed working capital increased as a percentage of annualized sales to 36.5% compared to 30.9% at December 29, 2024.

The increase in Managed working capital as a percentage of annualized sales was primarily due to seasonal inventory builds and the timing of shipments, which impacts days sales outstanding, and vendor payments in the quarter.

Days sales outstanding, which measures actual collection timing for accounts receivable, worsened by 14% as of June 29, 2025 compared to year end 2024.

Gross inventory turns, which measures how many times we turn over our inventory relative to cost of sales in a year, worsened by 8% as of June 29, 2025 compared to year end 2024.

The computations of Managed working capital at June 29, 2025 and December 29, 2024, reconciled to the financial statement line items as computed under U.S.

At September 28, 2025, Managed working capital increased as a percentage of annualized sales to 36.4% compared to 30.9% at December 29, 2024.

The increase in Managed working capital as a percentage of annualized sales was primarily due to seasonal inventory builds to support increased operating levels and the timing of shipments, which impacts days sales outstanding, and vendor payments in the quarter.

Days sales outstanding, which measures actual collection timing for accounts receivable, worsened by 5% as of September 28, 2025 compared to year end 2024.

Gross inventory turns, which measures how many times we turn over our inventory relative to cost of sales in a year, worsened by 8% as of September 28, 2025 compared to year end 2024.

The computations of Managed working capital at September 28, 2025 and December 29, 2024, reconciled to the financial statement line items as computed under U.S.

GAAP, were as follows.

The December 29, 2024 amounts include management working capital balances that are classified as held for sale.

June 29, December 29,

September 28, December 29,

(In millions) 2025 2024

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

As amended, the ABL facility also provides us 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.

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Additionally, the amendment gives the Company the ability, through June 13, 2026 and as long as no default or event of default has occurred and is continuing, to borrow an additional term loan of up to $100 million in total, using one or two draws (the Delayed-Draw Term Loan).

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.

At June 29, 2025, we had $319.6 million of cash and cash equivalents, available additional liquidity under the ABL facility of approximately $570 million, and up to $100 million of availability under the Delayed-Draw Term Loan.

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

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.

At September 28, 2025, we had $372.2 million of cash and cash equivalents, available additional liquidity under the ABL facility of approximately $570 million, and up to $100 million of availability under the Delayed-Draw Term Loan.

Our next significant debt maturity is in the fourth quarter of this year and relates to the 6.95% Debentures due 2025 issued by our wholly owned subsidiary, Allegheny Ludlum LLC.

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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 million and $320 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 million and $470 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.

We believe that internally generated funds, current cash on hand and available borrowings under the ABL facility will be adequate to meet our liquidity needs.

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We define net debt as the total principal balance of our outstanding indebtedness excluding deferred financing costs, net of cash, at the balance sheet date.

See above for our definition of Adjusted EBITDA, which is a non-GAAP measure and is not intended to represent, and should not be considered more meaningful than, or as an

alternative to, a measure of operating performance as determined in accordance with U.S.

Our ratio of net debt to Adjusted EBITDA (Adjusted EBITDA Leverage Ratio) measures net debt at the balance sheet date to Adjusted EBITDA as calculated on the trailing twelve-month period from this balance sheet date.

Our Total Debt to Adjusted EBITDA Leverage ratio improved in the second quarter of 2025 compared to year end 2024, while our Net Debt to Adjusted EBITDA Leverage ratio worsened in the second quarter of 2025 compared to year end 2024, largely due to a lower cash balance.

See above for our definition of Adjusted EBITDA, which is a non-GAAP measure and is not intended to represent, and should not be considered more meaningful than, or as an alternative to, a measure of operating performance as determined in accordance with U.S.

Our ratio of net debt to

Adjusted EBITDA (Adjusted EBITDA Leverage Ratio) measures net debt at the balance sheet date to Adjusted EBITDA as calculated on the trailing twelve-month period from this balance sheet date.

Our Total Debt to Adjusted EBITDA Leverage ratio improved in the third quarter of 2025 compared to year end 2024, while our Net Debt to Adjusted EBITDA Leverage ratio worsened in the third quarter of 2025 compared to year end 2024, largely due to a lower cash balance.

The reconciliations of our Adjusted EBITDA Leverage Ratios to the balance sheet and income statement amounts as reported under U.S.

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Quarter ended Trailing 12-month period ended Year ended

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

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

Net income attributable to ATI $ 110.0 $ 82.7 $ 444.8 $ 367.8

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Restructuring and other charges 12.9 4.3 35.2 22.1

Loss on asset sales and sale of businesses, net — — (49.2) (52.9)

Gain on asset sales and sale of businesses, net (1.1) — (50.3) (52.9)

Adjusted EBITDA $ 225.1 $ 185.7 $ 837.2 $ 729.1

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Net Debt to Adjusted EBITDA 1.85 1.63

Cash provided by operations was $69.0 million in the year-to-date period ended June 29, 2025, compared to $2.3 million in the year-to-date period ended June 30, 2024.

Both periods reflect higher accounts receivable and higher inventory balances due to increased operating levels as well as seasonal inventory builds.

Cash provided by operations was $298.5 million in the year-to-date period ended September 28, 2025, a significant improvement compared to $26.3 million in the year-to-date period ended September 29, 2024.

The 2025 period improvement was due to higher net income and improved working capital changes compared to the 2024 period, including cash flows from accounts receivable and inventory balances.

Accounts receivable were positively impacted by the sale of $80 million of accounts receivable in exchange for cash under the new Receivables Facility.

Working capital balances, and consequently cash from operations, can fluctuate throughout any operating period based upon the timing of receipts from customers and payments to vendors.

Other significant first half 2025 and 2024 operating cash flow items included payment of the annual cash incentive compensation.

Cash used in investing activities was $119.2 million in the in the year-to-date period ended June 29, 2025, which included $125.4 million for capital expenditures.

Cash used in investing activities was $117.1 million in the year-to-date period ended June 30, 2024, reflecting $126.0 million in capital expenditures primarily to support various growth projects in our aerospace & defense and other core markets.

Other significant 2025 and 2024 operating cash flow items included payment of the annual cash incentive compensation.

Cash used in investing activities was $149.0 million in the year-to-date period ended September 28, 2025, which included $187.9 million for capital expenditures primarily to support various growth projects in our aerospace & defense and other core markets.

Cash used in investing activities was $178.2 million in the year-to-date period ended September 29, 2024, reflecting $191.8 million in capital expenditures.

Proceeds from disposals of property, plant and equipment in the year-to-date period ended September 28, 2025 of $10.9 million mostly relates to $10.5 million of proceeds on the sale of certain oil and gas rights.

Proceeds from disposals of property, plant and equipment in the year-to-date period ended September 29, 2024 of $10.6 million related to $3.7 million of proceeds on the sale of certain oil and gas rights and $3.5 million of proceeds received for the sale of assets for our idled Houston, PA facility.

We expect to fund our capital expenditures with cash on hand and cash flow generated from our operations and, if needed, borrowings under the ABL facility.

Cash used in financing activities was $365.8 million in the year-to-date period ended June 29, 2025, which included $320.0 million to repurchase 4.4 million shares of ATI stock under our Share Repurchase Program.

For the year-to-date period ended June 30, 2024, cash used in financing activities was $193.9 million, which included $150.0 million to repurchase 3.4 million shares of ATI stock under our Share Repurchase Program.

At June 29, 2025, cash and cash equivalents on hand totaled $319.6 million, a decrease of $401.6 million from year end 2024.

Cash and cash equivalents held by our foreign subsidiaries was $146.0 million at June 29, 2025, of which $86.7 million was held by the STAL joint venture.

Cash used in financing activities was $512.6 million in the year-to-date period ended September 28, 2025, which included $470.0 million to repurchase 6.4 million shares of ATI stock under our Share Repurchase Program.

For the year-to-date period

ended September 29, 2024, cash used in financing activities was $166.2 million, which included $190.0 million to repurchase 4.1 million shares of ATI stock under our Share Repurchase Program.

At September 28, 2025, cash and cash equivalents on hand totaled $372.2 million, a decrease of $349.0 million from year end 2024.

Cash and cash equivalents held by our foreign subsidiaries was $179.1 million at September 28, 2025, of which $99.1 million was held by the STAL joint venture.

Reconciliation of Adjusted EBITDA to Net Income

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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 attributable to ATI $ 110.0 $ 82.7 $ 307.7 $ 230.7

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12.9 4.3 25.9 12.8

(+) Loss on sales of businesses (b)

(-/+) (Gain) loss on sales of businesses, net (b)

(1.1) — 2.6 —

Adjusted EBITDA $ 225.1 $ 185.7 $ 627.4 $ 519.3

Adjusted EBITDA as a % of sales 20.0 % 17.7 % 18.4 % 16.3 %

(a) Restructuring and other charges of $ 7.4 million for the second quarter of 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 for losses on sale of accounts receivable, which are included in selling and administrative expenses on the consolidated statement 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.

Restructuring and other charges of $ 5.4 million for the second quarter of 2024 include $ 5.5 million of inventory write-downs related to our 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.

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 for losses on sale of accounts receivable, which are included in selling and administrative expenses on the consolidated statement 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.

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 our 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.

(b) Loss on sales of businesses of $3.7 million for the year-to-date period ended June 29, 2025 includes the sale of certain non-core European operations from the HPMC segment.

(a) Third quarter 2025:

Restructuring and other charges of $12.9 million include $7.2 million of start-up and transaction-related costs, which are primarily reported within cost of sales on the consolidated statements of operations, and $3.6 million of transformation-related costs and $2.5 million for losses on sale of accounts receivable, which are reported in 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.

Third quarter 2024:

Restructuring and other charges of $4.3 million include $2.5 million of start-up costs, partially offset by a $0.4 million credit for adjustments to inventory reserves related to our European restructuring, both of which are reported within cost of sales on the consolidated statements of operations.

These charges also included $1.7 million of transaction costs, which are reported in selling and administrative expense on the consolidated statements of operation, and restructuring charges of $0.5 million.

Year-to-date 2025:

Restructuring and other charges of $25.9 million include $17.2 million of start-up and transaction-related costs, which are primarily reported within cost of sales on the consolidated statements of operations, and $4.7 million of transformation-related costs and $5.7 million for losses on sale of accounts receivable, which are reported in selling and administrative expenses on the consolidated statement of operations .

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

Year-to-date 2024:

Restructuring and other charges of $12.8 million include $7.2 million of start-up costs and $5.1 million of inventory write-downs related to our European restructuring, both of which are reported within cost of sales on the consolidated statements of operations.

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

(b) (Gain) loss on sales of businesses, net, for the third quarter of 2025 includes a $1.1 million gain on the sale of a non-core operation from the Forged Products business unit, which is part of the HPMC segment.

(Gain) loss on sales of businesses, net, of $2.6 million for the year-to-date period ended September 28, 2025 also includes a $3.7 million loss on the sale of certain non-core European operations from the HPMC segment.

Critical Accounting Policies

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(g) equipment outages;

(h) the risks of business and economic disruption associated with extraordinary events beyond our control, such as war, terrorism, international conflicts, public health issues, such as epidemics or pandemics, natural disasters and climate-related events that may arise in the future;

(h) the risks of business and economic

disruption associated with extraordinary events beyond our control, such as war, terrorism, international conflicts, public health issues, such as epidemics or pandemics, natural disasters and climate-related events that may arise in the future;

and (i) other risk factors summarized in our Annual Report on Form 10-K for the year ended December 29, 2024, and in other reports filed with the Securities and Exchange Commission.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis