What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-20 compared with 2025-02-21 · 304 added, 382 removed, 1317 unchanged (34% of the section changed)

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We have audited the accompanying consolidated balance sheets of ATI Inc.

and subsidiaries (the Company) as of December 29, 2024 and December 31, 2023, the related consolidated statements of operations, comprehensive income, cash flows and statements of changes in consolidated equity for each of the three years in the period ended December 29, 2024, and the related notes (collectively referred to as the “consolidated financial statements”.) In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 29, 2024 and December 31, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 29, 2024, in conformity with U.S.

and Subsidiaries (the Company) as of December 28, 2025 and December 29, 2024, the related consolidated statements of operations, comprehensive income, cash flows and statements of changes in consolidated equity for each of the three years in the period ended December 28, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 28, 2025 and December 29, 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 28, 2025, in conformity with U.S.

generally accepted accounting principles.

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The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill impairment assessment - Forged Products reporting unit

Goodwill impairment assessment

Description of the Matter At December 28, 2025, the Company had $225 million of goodwill on its consolidated balance sheet.

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If the Company’s carrying amount of a reporting unit exceeds its fair value, an impairment loss would be measured as the excess of the carrying value over the calculated fair value.

Auditing the Company’s annual goodwill impairment test for the Forged Products reporting unit was complex because the estimation of fair value using the discounted cash flow model involves subjective management assumptions, specifically the weighted-average cost of capital.

Changes in this assumption can have a material effect on the determination of fair value.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment evaluation process, including controls over management’s review of the assumption described above.

Our audit procedures to test management’s impairment evaluation of the Forged Products reporting unit included, among others, assessing the valuation methodology, the assumption discussed above, and the underlying data used to develop the assumption.

Where appropriate, we evaluated whether changes to the market inputs and other factors would affect the assumption.

We also assessed the historical accuracy of management’s estimates and performed independent sensitivity analyses.

We involved our valuation specialists to assist us in evaluating the methodology and auditing the assumption used to calculate the estimated fair value of the Forged Products reporting unit.

Auditing the Company’s annual goodwill impairment assessment for the Company’s reporting units was complex due to the use of valuation methodologies in the determination of the estimated fair value, which included the evaluation of the underlying assumptions, such as the discount rate.

Our audit procedures to test management’s impairment evaluation of the Company’s reporting units included, among others, assessing the valuation methodologies, assessing the historical accuracy of management’s estimates and performing independent sensitivity analyses.

We involved our valuation specialists to assist in evaluating the methodologies and discount rate used to calculate the estimated fair value of the Company’s reporting units.

/s/ Ernst & Young LLP

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Fiscal Year Ended

December 29, 2024 December 31, 2023 January 1, 2023

December 28, 2025 December 29, 2024 December 31, 2023

Sales $ 4,587.4 $ 4,362.1 $ 4,173.7

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Selling and administrative expenses 365.1 342.3 328.1

Restructuring charges (credits) 4.1 7.7 ( 4.8 )

Restructuring (credits) charges ( 1.9 ) 4.1 7.7

Loss (gain) on asset sales and sales of businesses, net 2.9 ( 57.1 ) 0.4

Operating income 640.9 608.9 466.4

Nonoperating retirement benefit income (expense) ( 29.0 ) ( 79.7 ) 138.4

Nonoperating retirement benefit expense ( 34.6 ) ( 29.0 ) ( 79.7 )

Interest expense, net ( 98.6 ) ( 108.2 ) ( 92.8 )

Other income (loss), net 14.4 1.3 ( 12.5 )

Other income, net 14.6 14.4 1.3

Income before income taxes 522.3 486.1 295.2

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Fiscal Year Ended

December 29, 2024 December 31, 2023 January 1, 2023

December 28, 2025 December 29, 2024 December 31, 2023

Net income $ 418.6 $ 382.7 $ 423.4

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Total 34.0 ( 13.0 ) 1.3

Net derivatives gain (loss) on hedge transactions ( 5.9 ) ( 28.5 ) 53.8

Reclassification to net income of net realized loss (gain) 11.0 2.5 ( 42.8 )

Net derivatives loss on hedge transactions ( 1.3 ) ( 5.9 ) ( 28.5 )

Reclassification to net income of net realized loss 5.3 11.0 2.5

Income taxes on derivative transactions 0.9 2.0 ( 6.1 )

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Amortization of net actuarial loss 5.1 5.2 6.0

Net gain (loss) arising during the period ( 2.2 ) ( 3.8 ) 54.7

Net loss arising during the period ( 6.7 ) ( 2.2 ) ( 3.8 )

Prior service cost

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Comprehensive income 454.0 374.8 407.2

Comprehensive income (loss) attributable to noncontrolling interests 13.3 12.2 ( 2.7 )

Comprehensive income attributable to noncontrolling interests 20.6 13.3 12.2

Comprehensive income attributable to ATI $ 433.4 $ 361.5 $ 395.0

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Additional paid-in capital 1,884.6 1,943.9

Retained earnings (loss) 64.3 ( 70.1 )

Retained earnings 468.7 64.3

Treasury stock:

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Fiscal Year Ended

December 29, 2024 December 31, 2023 January 1, 2023

December 28, 2025 December 29, 2024 December 31, 2023

Operating Activities:

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Purchase of treasury stock ( 470.0 ) ( 260.0 ) ( 85.2 )

Sale to noncontrolling interests — — 6.4

Dividends paid to noncontrolling interests ( 13.2 ) ( 16.0 ) ( 16.0 )

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Net income — — 410.8 — — 12.6 423.4

Other comprehensive income (loss) — — — — 73.9 ( 18.3 ) 55.6

Purchase of treasury stock — — — ( 139.9 ) — — ( 139.9 )

Conversion of convertible notes 0.3 45.4 ( 26.7 ) 63.5 — — 82.5

Dividends paid to noncontrolling interest — — — — — ( 34.0 ) ( 34.0 )

Sales of subsidiary shares to noncontrolling interest — — — — — 0.9 0.9

Employee stock plans 0.1 26.0 — ( 5.8 ) — — 20.3

Balance, January 1, 2023 $ 13.1 $ 1,668.1 $ ( 480.9 ) $ ( 87.0 ) $ ( 67.4 ) $ 111.3 $ 1,157.2

Net income — — 410.8 — — 12.6 423.4

Other comprehensive loss — — — — ( 15.8 ) ( 0.4 ) ( 16.2 )

Purchase of treasury stock — — — ( 85.8 ) — — ( 85.8 )

Dividends paid to noncontrolling interest — — — — — ( 16.0 ) ( 16.0 )

Dividends paid to noncontrolling interests — — — — — ( 16.0 ) ( 16.0 )

Employee stock plans 0.1 29.0 — ( 11.2 ) — — 17.9

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Purchase of treasury stock — — — ( 260.0 ) — — ( 260.0 )

Dividends paid to noncontrolling interest — — — — — ( 16.0 ) ( 16.0 )

Dividends paid to noncontrolling interests — — — — — ( 16.0 ) ( 16.0 )

Employee stock plans 0.2 30.6 0.5 ( 23.2 ) — — 8.1

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

Net income — — 404.3 — — 14.3 418.6

Other comprehensive income — — — — 29.1 6.3 35.4

Purchase of treasury stock — — — ( 474.2 ) — — ( 474.2 )

Dividends paid to noncontrolling interests — — — — — ( 13.2 ) ( 13.2 )

Employee stock plans — ( 59.3 ) 0.1 54.1 — — ( 5.1 )

Balance, December 28, 2025 $ 14.3 $ 1,884.6 $ 468.7 $ ( 502.7 ) $ ( 60.4 ) $ 112.2 $ 1,916.7

The accompanying notes are an integral part of these statements.

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The financial results of majority-owned joint ventures are consolidated into the Company’s operating results and financial position, with the minority ownership interest recognized in the consolidated statement of operations as net income attributable to noncontrolling interests, and as equity attributable to the noncontrolling interests within total stockholders’ equity.

The results for the Shanghai STAL Precision Stainless Steel Company Limited (STAL) are reported on a one month lag.

Investments in which the Company exercises significant influence, but which it does not control (generally a 20% to 50% ownership interest) are accounted for under the equity method of accounting, whereby ATI’s carrying value of the equity method investment on the consolidated balance sheet is the capital investment and any undistributed profit or loss.

The investments are classified in other (noncurrent) assets on the consolidated balance sheet.

The profit or loss attributable to ATI from equity method investments is included in the consolidated statements of operations as a component of Other (non-operating) income (expense).

See Note 7 for further explanation of the Company’s joint ventures.

The results for the Shanghai STAL Precision Stainless Steel Company Limited (STAL) are reported on a one month lag (see Note 7 for further discussion).

Intercompany accounts and transactions have been eliminated.

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Unless otherwise stated, references to years in this Annual Report on Form 10-K relate to fiscal years, rather than calendar years.

Fiscal years 2024, 2023 and 2022 ended on December 29, 2024, December 31, 2023 and January 1, 2023, respectively.

Fiscal years 2025, 2024 and 2023 ended on December 28, 2025, December 29, 2024 and December 31, 2023, respectively.

All fiscal years presented include 52 weeks of operations.

Risks and Uncertainties and Use of Estimates

The preparation of consolidated financial statements in conformity with United States (U.S.) generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of income and expenses during the reporting period.

The preparation of consolidated financial statements in conformity with United States (U.S.) generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of income and expenses during the reporting period.

Actual results could differ from those estimates.

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No single customer accounted for more than 10% of sales for any year presented.

The core end markets for ATI’s products are customers in the aerospace & defense, specialty energy, electronics, and medical markets.

T he core end markets for ATI’s products are customers in the aerospace & defense, specialty energy, electronics, and medical markets.

At December 28, 2025, ATI has approximately 7,600 active employees, of which approximately 15 % are located outside the U.S.

Approximately 35 % of ATI’s workforce is covered by various collective bargaining agreements (CBAs), predominantly with the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied & Industrial Service Workers International Union (USW).

The Company is currently renegotiating the CBAs, which expire on February 28, 2025, that cover approximately 1,100 USW-represented full-time employees within our Advanced Alloys & Solutions operations.

There can be no assurance that the Company will successfully conclude these renegotiations to replace the expiring CBA.

On April 22, 2025, we reached agreements with the USW for new CBAs that cover approximately 1,100 USW represented full-time employees within our AA&S operations for a six-year term that extends through February 28, 2031.

Cash and Cash Equivalents

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The calculation of a resulting reserve, if any, is recognized as an expense in the period that the need for the reserve is identified.

It is the Company’s general policy to write-down to scrap value any inventory that is identified as slow-moving or aged more than twelve months, subject to sales, backlog and anticipated order considerations.

It is the Company’s general policy to write-down to scrap value any inventory that is identified as slow-

moving or aged more than twelve months, subject to sales, backlog and anticipated order considerations.

In some instances this aging criterion is up to twenty-four months.

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Under the qualitative approach, if, after assessing the totality of events or circumstances, including both macroeconomic, industry and market factors, and entity-specific factors, the Company determines it is likely (more likely than not) that the fair value of a reporting unit is greater than its carrying amount, then the quantitative impairment analysis is not required.

The quantitative assessment may be performed each year for a reporting unit at the Company’s option without first performing a qualitative assessment.

The Company’s quantitative assessment of goodwill for possible impairment includes estimating the fair value of a reporting unit which has goodwill associated with its operations using discounted cash flow and multiples of cash earnings valuation techniques, plus valuation comparisons to recent public sale transactions of similar businesses, if any.

The quantitative assessment may be performed each year for a reporting unit at the Company’s option without

first performing a qualitative assessment.

The Company’s quantitative assessments of goodwill for possible impairment includes estimating the fair value of a reporting unit which has goodwill associated with its operations using discounted cash flows.

These impairment assessments and valuation methods require the Company to make estimates and assumptions regarding revenue growth, changes in working capital and capital expenditures, selling prices and profitability that drive cash flows, and the weighted average cost of capital.

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LTAs typically extend multiple years and are utilized by the Company and certain of its customers for its specialty materials, in the form of mill products, powders, parts and components, to reduce supply uncertainty.

While LTAs generally define commercial terms including pricing, termination clauses and other contractual requirements, the Company has determined that the contract with a customer is established when the customer purchase order is accepted or acknowledged.

While LTAs generally define commercial terms including pricing, termination clauses and other contractual requirements, the Company has determined that the contract with a customer is typically established when the customer purchase order is accepted or acknowledged.

Contracts (purchase orders) with customers typically relate to the manufacturing of products, which are defined on a line by line basis, and each distinct good represents a single performance obligation that is satisfied at a point in time when control of the product passes to the customer.

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Pricing for the Company’s products is also defined in the customer purchase order or LTA on a line item basis and, in some cases, includes variable consideration.

Variable consideration is when the selling price of the good is not known or is subject to adjustment under certain conditions.

Variable consideration is when the selling price of the good is not known or is subject to

adjustment under certain conditions.

Types of variable consideration may include volume discounts, customer rebates and surcharges.

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Benefits from government assistance are recognized as the activities are incurred, subject to ongoing assessments of meeting other relevant terms such as employment or expenditure levels.

In November 2021, ATI entered into an agreement with the U.S.

Department of Transportation under the Aviation Manufacturing Jobs Protection (AMJP) program for a grant of up to $ 22.2 million.

The receipt of the award was primarily conditioned upon the Company committing to not furlough or lay off a defined group of employees in the High Performance Materials & Components (HPMC) segment operations during the six-month period of performance between November 2021 and May 2022.

The AMJP grant benefit was recognized over the six-month performance period as a reduction to cost of sales in proportion to the compensation expense that the award was intended to defray, with $ 16.6 million recognized in fiscal year 2022 operating results.

Cash receipts from the AMJP program were $ 11.0 million in fiscal year 2022, and this program is now completed.

ATI is a party to various U.S.

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These programs generally include requirements for levels of capital spending and/or employment to qualify for the government assistance.

For the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023, these state-level programs reduced selling, general and administrative expenses by $ 1.7 million, $ 1.4 million, $ 1.6 million, respectively, and cash receipts were $ 2.5 million, $ 3.4 million and $ 2.8 million, respectively.

For the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023, these state-level programs reduced selling, general and administrative expenses by $ 2.4 million, $ 1.7 million, $ 1.4 million, respectively, and cash receipts were $ 1.8 million, $ 2.5 million and $ 3.4 million, respectively.

Receivables for ongoing programs are $ 1.2 million as of both December 28, 2025 and December 29, 2024.

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The evaluation includes the consideration of all available evidence, both positive and negative, regarding the estimated future reversals of existing taxable temporary differences, estimated future taxable income exclusive of reversing temporary differences and carryforwards, historical taxable income in prior carryback periods if carryback is permitted, and potential tax planning strategies which may be employed to prevent an operating loss or tax credit carryforward from expiring unused.

The verifiable evidence such as future reversals of existing temporary differences and the

ability to carryback are considered before the subjective sources such as estimated future taxable income exclusive of temporary differences and tax planning strategies.

The verifiable evidence such as future reversals of existing temporary differences and the ability to carryback are considered before the subjective sources such as estimated future taxable income exclusive of temporary differences and tax planning strategies.

It is the Company’s policy to classify interest and penalties recognized on underpayment of income taxes as income tax expense.

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New Accounting Pronouncements Adopted

In September 2022, the Financial Accounting Standards Board (FASB) issued new accounting guidance related to disclosures about supplier finance programs.

Supplier finance programs allow a buyer to offer its suppliers the option for access to payment in advance of an invoice due date, which is paid by a third-party finance provider or intermediary on the basis of invoices that the buyer has confirmed as valid.

This new guidance requires a buyer in a supplier finance program to disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude, using both qualitative and quantitative information about its supplier finance programs.

This new guidance, with the exception of annual disclosures on rollforward information, was effective for the Company in fiscal year 2023, and the Company adopted this new accounting guidance effective January 2, 2023.

The annual rollforward information disclosures were effective for the Company in fiscal year 2024, and the Company adopted this new accounting guidance effective January 1, 2024.

The adoption of these changes did not have an impact on the Company’s consolidated financial statements other than disclosure requirements which are included in Note 9.

In November 2023, the 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.

The guidance also requires that all current segment disclosures required on an annual basis be provided on an interim basis and requires disclosure of the title and position of the CODM and how the CODM uses the reported measure of segment profit or loss in assessing performance and allocating resources.

This guidance does not change how an entity identifies its reportable segments.

The Company adopted this new guidance for annual disclosures for fiscal year 2024 and will adopt it for interim disclosures in fiscal year 2025.

The adoption of these changes did not have an impact on the Company’s consolidated financial statements other than disclosure requirements which are included in Note 18.

Pending Accounting Pronouncements

In December 2023, the FASB issued new accounting guidance related to income tax disclosures.

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This guidance also eliminates several current disclosure requirements related to the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months and making a statement that an estimate of the range cannot be made and disclosing the cumulative amount of each type of temporary difference when a deferred tax liability is not recognized because of the exceptions to comprehensive recognition of deferred taxes related to subsidiaries and corporate joint ventures.

This new guidance 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 adopted this new guidance for fiscal year 2025.

The adoption of these changes did not have an impact on the Company’s consolidated financial statements other than disclosure requirements which are included in Note 17.

Pending Accounting Pronouncements

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

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

Comparative information of the Company’s overall revenues (in millions) by global and geographical markets for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023 is as follows:

Comparative information of the Company’s overall revenues (in millions) by global and geographical markets for the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023 is as follows:

(in millions) 2025 2024 2023

HPMC AA&S Total HPMC AA&S Total HPMC AA&S Total

Diversified Global Markets:

Aerospace & Defense:

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Total Aerospace & Defense $ 2,239.4 $ 872.1 $ 3,111.5 $ 1,959.9 $ 761.0 $ 2,720.9 $ 1,786.9 $ 687.9 $ 2,474.8

Other Markets:

Specialty Energy 75.8 181.5 257.3 96.8 187.8 284.6 93.9 179.3 273.2

Medical 115.5 109.4 224.9 102.6 74.3 176.9 73.2 89.9 163.1

Electronics — 184.8 184.8 3.0 191.3 194.3 3.1 156.8 159.9

Other Core Markets 215.3 488.5 703.8 199.6 410.4 610.0 189.2 450.5 639.7

Core End Markets 2,175.2 1,249.5 3,424.7 1,986.5 1,098.3 3,084.8 1,507.2 1,006.1 2,513.3

Conventional Energy 9.8 292.2 302.0 10.6 404.0 414.6 35.0 441.7 476.7

Medical 55.2 84.2 139.4 115.5 109.4 224.9 102.6 74.3 176.9

Automotive 6.5 238.1 244.6 15.2 244.2 259.4 24.6 186.1 210.7

Conventional Energy 6.1 322.3 328.4 9.8 292.2 302.0 10.6 404.0 414.6

Construction/Mining 27.7 117.7 145.4 26.3 132.2 158.5 35.0 127.9 162.9

Other 31.0 145.0 176.0 52.0 165.5 217.5 63.5 237.2 300.7

Industrial Markets $ 103.3 $ 834.1 $ 937.4 $ 133.7 $ 955.2 $ 1,088.9 $ 134.0 $ 1,188.7 $ 1,322.7

Total Other Markets $ 126.5 $ 1,092.1 $ 1,218.6 $ 221.8 $ 1,134.8 $ 1,356.6 $ 239.4 $ 1,186.3 $ 1,425.7

Total $ 2,441.7 $ 2,145.7 $ 4,587.4 $ 2,278.5 $ 2,083.6 $ 4,362.1 $ 2,120.2 $ 2,053.5 $ 4,173.7

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China 81.5 242.8 324.3 57.6 242.0 299.6 70.1 263.2 333.3

Germany 202.5 57.2 259.7 204.2 38.8 243.0 148.4 52.5 200.9

United Kingdom 222.0 55.2 277.2 217.0 40.9 257.9 224.8 34.3 259.1

Germany 160.2 67.2 227.4 202.5 57.2 259.7 204.2 38.8 243.0

France 156.0 90.2 246.2 186.9 40.6 227.5 172.4 47.0 219.4

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

The Company maintains a backlog of confirmed orders totaling $ 3.9 billion, $ 3.8 billion and $ 2.9 billion at December 29, 2024, December 31, 2023 and January 1, 2023, respectively.

The Company maintains a backlog of confirmed orders totaling $ 3.7 billion, $ 3.9 billion and $ 3.8 billion at December 28, 2025, December 29, 2024 and December 31, 2023, respectively.

Due to the structure of the Company’s LTAs, 70 % of this backlog at December 28, 2025 represented booked orders with performance obligations that will be satisfied within the next twelve months.

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As of December 28, 2025 and December 29, 2024, accounts receivable with customers were $ 690.3 million and $ 724.2 million, respectively.

The following represents the rollforward of accounts receivable - reserve for doubtful accounts for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023:

The following represents the rollforward of accounts receivable - reserve for doubtful accounts for the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023:

(in millions)

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Write-off of uncollectible accounts ( 4.6 )

Balance as of January 1, 2023 7.7

Balance as of December 31, 2023 3.2

Expense to increase the reserve 12.3

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Contract balances

The following represents the rollforward of contract assets and liabilities for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023:

The following represents the rollforward of contract assets and liabilities for the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023:

(in millions)

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Recognized in current year 58.2 22.6 2.8

Amounts in beginning balance reclassified to revenue ( 2.2 ) — —

Current year amounts reclassified to revenue ( 1.8 ) — —

Other ( 2.9 ) — —

Reclassification to/from short-term ( 5.3 ) ( 16.7 ) ( 30.2 )

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Contract costs for obtaining and fulfilling a contract were $ 15.6 million and $ 12.0 million as of December 28, 2025 and December 29, 2024, respectively, which are reported in other long-term assets on the consolidated balance sheets.

Amortization expense for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023 of these contract costs was $ 1.1 million, $ 1.2 million, and $ 1.0 million, respectively.

Amortization expense for the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023 of these contract costs was $ 1.8 million, $ 1.1 million, and $ 1.2 million, respectively.

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

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Construction in progress at December 28, 2025 and December 29, 2024 was $ 359.4 million and $ 262.5 million, respectively.

Capital expenditures on the consolidated statements of cash flows for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023 exclude $ 36.2 million, $ 41.9 million, and $ 38.3 million, respectively, of incurred but unpaid capital expenditures that were included in property, plant and equipment and accrued at December 29, 2024, December 31, 2023, and January 1, 2023, respectively.

Depreciation and amortization for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023 was as follows:

Capital expenditures on the consolidated statements of cash flows for the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023 exclude $ 37.7 million, $ 36.2 million, and $ 41.9 million, respectively, of incurred but unpaid capital expenditures that were included in property, plant and equipment and accrued at December 28, 2025, December 29, 2024, and December 31, 2023, respectively.

Depreciation and amortization for the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023 was as follows:

(In millions) 2025 2024 2023

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Goodwill and Other Intangible Assets

At December 29, 2024 and December 31, 2023, the Company had $ 227.2 million of goodwill on its consolidated balance sheet, all of which relates to the HPMC segment.

The Company performs its annual goodwill impairment evaluations in the fourth quarter of each fiscal year.

At December 28, 2025 and December 29, 2024, the Company reported goodwill amounts of $ 225.2 million and $ 227.2 million, respectively, on its consolidated balance sheet, all of which relates to the HPMC segment.

Goodwill decreased by $ 2.0 million during fiscal year 2025 due to the sale of the Company’s East Hartford, Connecticut operations and related allocation of goodwill from the Forged Products reporting unit.

The Company performs its annual goodwill impairment evaluation in the fourth quarter of each fiscal year.

The $ 225.2 million of goodwill as of December 28, 2025 on the Company’s consolidated balance sheet is comprised of $ 159.2 million at the Forged Products reporting unit and $ 66.0 million at the Specialty Materials reporting unit.

For the Company’s annual goodwill impairment evaluation in fiscal year 2024, quantitative goodwill assessments were performed for these two HPMC reporting units with goodwill.

This quantitative fair value assessment includes discounted cash flow and multiples of cash earnings valuation techniques, plus valuation comparisons to recent public sale transactions of similar businesses, if any, which represents Level 3 unobservable information in the fair value hierarchy.

Many of these assumptions are determined by reference to market participants the Company has identified.

For example, the weighted average cost of capital used in the discounted cash flow assessment was 11.0 % and the long-term growth rates ranged from 3 % to 3.5 %.

In order to validate the reasonableness of the estimated fair values of the reporting units as of the valuation date, a reconciliation of the aggregate fair values of all reporting units to market capitalization was performed using a reasonable control premium.

For the Company’s annual goodwill impairment evaluation in fiscal year 2025, quantitative goodwill assessments were performed for these two reporting units.

Fair values were determined using discounted cash flows, which represents Level 3 unobservable information in the fair value hierarchy.

These quantitative assessments and valuations require estimates and assumptions regarding revenue growth, changes in working capital, capital expenditures, selling prices, income taxes, and profitability, all of which impact estimated future cash flows.

In addition, discounted cash flow valuations are impacted by the determination of ATI's WACC, which also requires the Company to exercise judgment and make estimates.

Actual results could differ from those estimates and assumptions.

For the annual goodwill impairment in fiscal year 2025, a WACC of 10.5 % and long-term growth rates ranging from 3 % to 3.5 % were used in the discounted cash flow valuation.

Further, to validate the reasonableness of the estimated fair values of the reporting units as of the valuation date, a reconciliation of the aggregate fair values of all reporting units to market capitalization was performed using a reasonable control premium.

Although the Company believes that the estimates and assumptions used were reasonable, actual results could differ from those estimates and assumptions.

The Specialty Materials reporting unit had a fair value that was significantly in excess of carrying value.

The Forged Products reporting unit had a fair value that exceeded carrying value by approximately 95 % for the fiscal year 2024 annual assessment, which increased compared to the annual evaluation for fiscal year 2023.

No impairments were determined to exist from the annual goodwill impairment evaluation for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023.

Based on the annual goodwill impairment evaluation for fiscal year 2025, the Company determined that the fair values of the Specialty Materials and Forged Products reporting units exceeded their respective carrying values.

As a result, it was concluded that no impairments existed for the fiscal year ended December 28, 2025.

Also, there were no impairments for the fiscal years ended December 29, 2024 and December 31, 2023.

No indicators of impairment were observed in fiscal years 2025, 2024 and 2023 associated with any of the Company’s long-lived assets.

Accumulated goodwill impairment losses as of December 29, 2024, December 31, 2023 and January 1, 2023 were $ 528.0 million.

Accumulated goodwill impairment losses as of December 28, 2025, December 29, 2024 and December 31, 2023 were $ 528.0 million.

Other intangible assets, which are included in other assets on the accompanying consolidated balance sheets as of December 28, 2025 and December 29, 2024 were as follows:

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Total amortizable intangible assets $ 133.2 $ ( 97.3 ) $ 134.8 $ ( 91.1 )

Amortization expense related to intangible assets was approximately $ 7 million for each of the fiscal years ended December 29, 2024 and December 31, 2023 and $ 8 million for the fiscal year ended January 1, 2023.

Annual amortization expense is expected to be approximately $ 7 million for each of the fiscal years 2025 through 2028 and $ 4 million in fiscal year 2029.

During the fourth quarter of 2024, the Company completed the sale of its precision rolled strip operations in New Bedford, MA, which was part of the Specialty-Rolled Products business in the AA&S segment, and Remscheid, Germany, which was part of our European business in the HPMC segment.

A $ 52.9 million gain on sale of these operations is reported in gain on asset sales and sales of businesses, net, on the consolidated statement of operations for fiscal year 2024, and is excluded from segment results.

The Company received proceeds, net of transaction costs, of $ 48.0 million in fiscal year 2024, which is reported as an investing activity on the consolidated statement of cash flows.

During fiscal year 2025, total amortizable intangible assets, net, decreased approximately $ 0.5 million as a result of the sale of the Company’s East Hartford, CT operations.

This decrease consists of the sale of approximately $ 1.6 million of gross intangible assets, net of approximately $ 1.1 million of accumulated amortization.

Amortization expense related to intangible assets was approximately $ 7.0 million for each of the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023.

Annual amortization expense is expected to be approximately $ 7.0 million for each of the fiscal years 2026 through 2028 and $ 4.0 million in fiscal year 2029 and 2030.

During fiscal year 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.

The Company recognized a gain of $ 0.8 million, which is reported in gain/loss on asset sales and sale of business, net, on the consolidated statement of operations.

The Company received proceeds, net of transaction costs and working capital adjustments, of $ 19.3 million, which are reported as an investing activity on the consolidated statements of cash flows.

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

During fiscal year 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 the sale of these operations is reported in gain/loss on asset sales and sales of businesses, net , on the consolidated statement of operations.

The Company received proceeds, net of transaction costs, of $ 5.0 million, which are reported as an investing activity on the consolidated statement of cash flows.

The Company will receive additional proceeds of approximately $ 4.9 million during fiscal year 2026.

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

Also during 2024, the Company approved plans to divest of other certain immaterial, non-core operations from the HPMC segment.

These non-core operations, which are classified as held for sale as of December 29, 2024, do not meet the criteria to be classified as discontinued operations in the consolidated financial statements.

The following are the assets and liabilities classified as held for sale that are reported as prepaid expenses and other current assets, other long-term assets, other current liabilities, and other long-term liabilities on the consolidated balance sheet as of December 29, 2024.

(in millions) December 29,

Accounts receivable, net 1.2

Inventories, net 3.6

Prepaid expenses and other current assets 0.7

Total current assets 7.8

Property, plant and equipment, net 0.2

Other assets 0.4

Total long-term assets 0.6

Total Assets 8.4

Other current liabilities 1.2

Total current liabilities 1.2

Other long-term liabilities 0.4

Total Liabilities 1.6

Net assets held for sale $ 6.8

On May 12, 2022, the Company completed the sale of its Sheffield, United Kingdom (U.K.) operations, which included facilities for melting and re-melting, machining and bar mill operations, and was part of the Specialty Materials business in the HPMC segment.

A $ 112.2 million loss on sale of the Sheffield operations is reported in loss on asset sales and sales of businesses, net , on the consolidated statement of operations for fiscal year 2022, and is excluded from HPMC segment results.

The loss includes $ 26.8 million related to the U.K.

defined benefit pension plan, of which $ 26.1 million was reported as a net pension asset but which was in a deficit funding position for U.K.

statutory reporting purposes, and $ 0.7 million in accumulated other comprehensive loss on the consolidated ATI balance sheet.

The loss also includes $ 20.0 million of cumulative translation adjustment foreign exchange losses since ATI’s acquisition of these operations in 1998.

The Company received proceeds, net of transaction costs, of $ 0.3 million in fiscal year 2022, which is reported as an investing activity on the consolidated statement of cash flows.

The Company completed the sale of the Pico Rivera, CA operations, as part of the strategy to exit standard stainless products, on January 31, 2022.

The Company received cash proceeds of $ 6.2 million on the sale of these assets in fiscal year 2022.

The Company recognized a $ 6.8 million pretax gain on sale, including de-recognizing certain lease liabilities, which is reported in loss on asset sales and sales of businesses, net, on the consolidated statement of operations in fiscal year 2022 and is excluded from AA&S segment results.

During fiscal year 2024, the Company completed the sale of its precision rolled strip operations in New Bedford, MA, which was part of the Specialty-Rolled Products business in the AA&S segment, and Remscheid, Germany, which was part of our European business in the HPMC segment.

A $ 52.9 million gain on sale of these operations is reported in gain on asset sales and sales of businesses, net , on the consolidated statement of operations for fiscal year 2024.

The Company received proceeds, net of transaction costs, of $ 48.0 million and $ 2.5 million in fiscal years 2024 and 2025, respectively, which is reported as an investing activity on the consolidated statement of cash flows.

In fiscal year 2023, these operations had external sales of approximately $ 100 million and income before tax of approximately $ 6 million.

Joint Ventures

Investments in which the Company exercises significant influence, but which it does not control (generally a 20% to 50% ownership interest) are accounted for under the equity method of accounting.

Majority-Owned Joint Ventures

The Company has a 60 % interest in the Chinese joint venture known as STAL.

The Company has a 60 % interest in the Chinese joint venture known as STAL, which manufactures Precision Rolled Strip ® (PRS) stainless products mainly for the electronics and automotive markets located in Asia.

The remaining 40 % interest in STAL is owned by China Baowu Steel Group Corporation Limited, a state authorized investment company whose equity securities are publicly traded in the People’s Republic of China.

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 December 29, 2024 were $ 100.9 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 active development at this time.

Next Gen Alloys LLC funds its development activities through the sale of shares to the two joint venture partners, and in the first quarter of fiscal year 2022 the Company received $ 0.9 million from sales of noncontrolling interests to its joint venture partner, which is reported as a financing activity on the consolidated statements of cash flows.

Cash and cash equivalents held by this joint venture as of December 29, 2024 were $ 1.0 million.

Equity Method Joint Ventures

A&T Stainless:

The Company has a 50 % interest in A&T Stainless, a joint venture with an affiliate company of Tsingshan Group (Tsingshan) to produce 60-inch wide stainless sheet products for sale in North America.

Tsingshan purchased its 50 % joint venture interest in A&T Stainless in fiscal year 2018 for $ 17.5 million, of which $ 12.0 million had been received by ATI through January 2, 2022.

ATI received the remaining $ 5.5 million from Tsingshan in the fourth quarter of fiscal year 2022, which is reported as a financing activity on the consolidated statement of cash flows.

The A&T Stainless operations included the Company’s previously-idled direct roll and pickle (DRAP) facility in Midland, PA.

ATI provided hot-rolling conversion services to A&T Stainless using the AA&S segment’s Hot-Rolling and Processing Facility.

ATI accounts for the A&T Stainless joint venture under the equity method of accounting.

In late March 2018, ATI filed for an exclusion from the Section 232 tariffs on behalf of A&T Stainless, which imported semi- finished stainless slab products from Indonesia.

In April 2019, the Company learned that this exclusion request was denied by the U.S.

Department of Commerce.

ATI filed new requests on behalf of A&T Stainless for exclusion from the Section 232 tariffs in October 2019.

These requests were denied by the U.S.

Department of Commerce in the second quarter of fiscal year

2020, and the 25% tariff remained in place.

Due to repeated tariff exclusion denials, the DRAP facility was idled in an orderly shut down process that was completed in fiscal year 2020.

ATI’s share of the A&T Stainless results were losses of $ 1.0 million and $ 1.8 million for the fiscal years ended December 29, 2024 and December 31, 2023, respectively, and were income of $ 9.1 million for the fiscal year ended January 1, 2023, which are included within other income/expense, net, on the consolidated statements of operations.

In April 2022, ATI and A&T Stainless entered into a settlement agreement with the U.S.

pursuant to which the U.S., without admitting liability, agreed to refund a substantial portion of the Section 232 tariffs previously paid by A&T Stainless.

As a result of the settlement agreement, A&T Stainless recorded tariff refunds and accrued interest of approximately $ 19.7 million, which was recognized as income by the joint venture in fiscal year 2022.

ATI’s share of the A&T Stainless results for the fiscal year ended January 1, 2023 included ATI’s $ 9.9 million share of this tariff refund and accrued interest.

AA&S segment results in fiscal years 2024 and 2023 include equity method recognition of A&T Stainless operating losses of $ 1.0 million and $ 1.8 million, respectively, and in fiscal year 2022 include equity method recognition of A&T Stainless operating income of $ 8.2 million.

In fiscal year 2022, A&T Stainless reversed $ 1.8 million of previously-recognized charges for contractual termination benefits as a result of revised estimates and ATI’s share of this credit for termination benefits in fiscal year 2022 was excluded from AA&S segment results.

As of December 29, 2024 and December 31, 2023, ATI had net receivables from A&T Stainless for working capital advances and administrative services of $ 0.6 million and $ 1.5 million, respectively.

ATI had a 50 % interest in the industrial titanium joint venture known as Uniti LLC (Uniti), with the remaining 50 % interest held by VSMPO, a Russian producer of titanium, aluminum, and specialty steel products.

On March 9, 2022, the Company announced the termination of Uniti.

No impairments were recorded as a result of the decision to terminate the Uniti joint venture.

The Company received its final distribution in the first quarter of 2024 as a result of the termination, and formal dissolution occurred in the fourth quarter of 2024.

Uniti was accounted for under the equity method of accounting.

ATI’s share of Uniti’s income was $ 0.2 million in fiscal year 2023 and $ 4.4 million in fiscal year 2022, which were included in AA&S segment’s operating results, and within other income/expense, net, on the consolidated statements of operations.

Sales to Uniti, which are included in ATI’s consolidated statements of operations, were $ 4.9 million in fiscal year 2023 and $ 45.0 million in fiscal year 2022.

As a majority-owned joint venture, STAL is consolidated into the Company's operating results and financial position.

The minority ownership interest is recognized in the consolidated statement of operations as net income attributable to noncontrolling interests, and as equity attributable to the noncontrolling interests within total stockholders’ equity.

Cash equivalents held by STAL as of December 28, 2025 were $ 97.6 million.

Asset Retirement Obligations

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Balance at end of fiscal year $ 8.3 $ 7.9

During fiscal year 2024, the Company de-recognized $ 10.0 million of AROs in connection with the sale of its precision rolled strip operations (see Note 6 for further explanation).

During fiscal year 2024, the Company derecognized $ 10.0 million of AROs in connection with the sale of its precision rolled strip operations (see Note 6 for further explanation).

Supplemental Financial Statement Information

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Other current liabilities included salaries, wages and other employee-related liabilities of $ 122.8 million and $ 113.6 million at December 28, 2025 and December 29, 2024, respectively, and accrued interest of $ 23.5 million and $ 23.9 million at December 28, 2025 and December 29, 2024, respectively.

Other income (expense) for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023 was as follows:

Other income (expense) for the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023 was as follows:

(in millions) 2025 2024 2023

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Gains from disposal of property, plant and equipment, net 10.5 11.6 0.3

Net equity income (loss) on joint ventures (See Note 7) ( 1.0 ) ( 1.6 ) 12.6

Joint venture restructuring credit (See Note 7) — — 0.9

Litigation settlement (See Note 21) — — ( 28.5 )

Total other income (expense), net $ 14.4 $ 1.3 $ ( 12.5 )

Gains from disposal of property, plant and equipment, net for the fiscal year ended December 29, 2024 include an $ 11.6 million gain on the sale of certain oil and gas rights.

Other — ( 1.0 ) ( 1.6 )

Total other income, net $ 14.6 $ 14.4 $ 1.3

Gains from disposal of property, plant and equipment, net for the fiscal year ended December 28, 2025 and December 29, 2024 include a $ 10.5 million and $ 11.6 million, respectively, gain 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 fiscal year ended December 28, 2025.

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Balance as of period end $ 52.8

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 Secured Overnight Financing Rate (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 fiscal year ended December 28, 2025, ATI Securitization sold $ 80.0 million of accounts receivable in exchange for $ 80.0 million of cash.

The Company recorded a $ 1.8 million charge associated with the sale of the accounts receivable within selling and administrative expenses on its consolidated statement of operations and the amount is excluded from segment results.

There were no borrowings during the fiscal year ended December 28, 2025 under the Receivable Facility.

Sale of Receivables Program

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

The Company sold $ 13.5 million of its receivables under this program during the fiscal year ended December 29, 2024, 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 December 29, 2024 and the loss on the sales of accounts receivables were not material to the Company.

The cash received on these sales of accounts receivable during the fiscal year ended December 29, 2024 is presented in changes in receivables within operating activities in the consolidated statement of cash flows.

The Company sold $ 94.2 million and $ 13.5 million of its receivables under this program during the fiscal years ended December 28, 2025 and December 29, 2024, respectively, resulting in de-recognition of the receivables from the Company’s consolidated balance sheet.

As of December 28, 2025, substantially all amounts under the Receivables Purchase Agreement have been repaid to the financial institution.

The losses associated with these transactions of $ 0.7 million for the fiscal year ended December 28, 2025 are reflected in the Company’s consolidated statement of operations and are excluded from segment results.

The loss on the sales of these accounts receivables were not material to the Company for the fiscal year ended December 29, 2024.

The cash received on these sales of accounts receivable during the fiscal years ended December 28, 2025 and December 29, 2024 is presented in changes in receivables within operating activities in the consolidated statement of cash flows.

Other Customer Receivable Sales

In the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023, the Company sold $ 300 million, $ 308 million and $ 133 million, respectively, of certain customers’ accounts receivables through programs established by those customers with third-party financial institutions.

In the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023, the Company sold $ 375 million, $ 300 million and $ 308 million, respectively, of certain customers’ accounts receivables 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.

1 unchanged sentence

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

The costs associated with these transactions of $ 6.0 million, $ 6.3 million and $ 1.5 million are reflected in the Company’s consolidated statement of operations for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023, respectively.

The costs associated with these transactions of $ 5.3 million, $ 6.0 million and $ 6.3 million are reflected in the Company’s consolidated statement of operations for the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023, respectively, and are excluded from segment results.

Debt at December 28, 2025 and December 29, 2024 was as follows:

(In millions) 2025 2024

7.25 % Notes due 2030

7.25 % Senior Notes due 2030

$ 425.0 $ 425.0

1 unchanged sentence

5.125 % Senior Notes due 2031

4.875 % Notes due 2029

3.5 % Convertible Senior Notes due 2025

4.875 % Senior Notes due 2029

Allegheny Ludlum 6.95 % Debentures due 2025 (a)

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(a) The payment obligations of these debentures issued by Allegheny Ludlum, LLC are fully and unconditionally guaranteed by ATI.

The $ 150.0 million Allegheny Ludlum 6.95 % Debentures were fully repaid on their December 15, 2025 due date.

The repayment was funded through available cash on hand, and there was no default or adverse impact on the Company’s financial

The transaction resulted in a reduction of long-term debt on the balance sheet, and the Company remains in compliance with all applicable debt agreements.

Interest expense was $ 110.7 million in fiscal year 2025, $ 124.2 million in fiscal year 2024, and $ 105.8 million in fiscal year 2023.

4 unchanged sentences

See Note 11, Leases, for the portion of these scheduled principal payments that are related to finance leases.

2030 Senior Notes

In August 2023, ATI issued $ 425.0 million aggregate principal amount of 7.25 % Senior Notes due 2030 (2030 Notes).

2 unchanged sentences

Net proceeds were $ 418.8 million from this issuance, of which $ 222 million was used to fund ATI’s U.S.

qualified defined benefit pension plan in order to facilitate a pension derisking strategy (see Note 14), and the remaining proceeds were

used for liquidity and general corporate purposes.

qualified defined benefit pension plan in order to facilitate a pension derisking strategy (see Note 14), and the remaining proceeds were used for liquidity and general corporate purposes.

Underwriting fees and other third-party expenses for the issuance of the 2030 Notes were $ 6.2 million, and are being amortized to interest expense over the 7-year term of the 2030 Notes.

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The capped call transactions included a cap price of $ 19.76 per share and were settled for $ 76.1 million in cash, which is recorded as additional paid-in capital on the consolidated balance sheet and as a financing activity on the consolidated statement of cash flows.

As of December 31, 2023, the fair value of the 2025 Convertible Notes was $ 864 million based on the quoted market price, which is classified in Level 1 of the fair value hierarchy.

The 2025 Convertible Notes had a 3.5 % cash coupon rate that was payable semi-annually in arrears on each June 15 and December 15.

Including amortization of deferred issuance costs, the effective interest rate up to the time of conversion was 4.2 % for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023.

Remaining deferred issuance costs were $ 2.9 million at December 31, 2023.

Interest expense on the 2025 Convertible Notes was as follows:

(in millions) 2024 2023 2022

Contractual coupon rate $ 7.2 $ 10.2 $ 10.2

Amortization of debt issuance costs 1.3 1.9 1.8

Total interest expense $ 8.5 $ 12.1 $ 12.0

2022 Convertible Notes

In fiscal year 2022, $ 82.5 million of the 2022 Convertible Senior Notes were converted into 5.7 million shares of ATI common stock, with the remaining $ 1.7 million of outstanding principal balance paid in cash for notes that were not converted at the July 1, 2022 maturity date.

The conversion rate for the 2022 Convertible Notes was 69.2042 shares of ATI common stock per $1,000 principal amount of the 2022 Convertible Notes, equivalent to a conversion price of $ 14.45 per share.

Interest on the 2022 Convertible Notes at the 4.75 % cash coupon rate was payable semi-annually in arrears on each January 1 and July 1.

Including amortization of deferred issuance costs, the effective interest rate was 5.4 % for the fiscal year ended January 1, 2023.

Including amortization of deferred issuance costs, the effective interest rate up to the time of conversion was 4.2 % for the fiscal years ended December 29, 2024 and December 31, 2023.

Interest expense on the 2025 Convertible Notes was as follows:

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Credit Agreements

The Company has an Asset Based Lending (ABL) credit facility, which is collateralized by the accounts receivable and inventory of the Company’s operations.

The ABL credit 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 ABL credit facility, which matures in September 2027, includes a $ 600 million revolving credit facility, a letter of credit sub-facility of up to $ 200 million, a $ 200 million term loan (ABL Term Loan), and a swing loan facility of up to $ 60 million.

The ABL Term Loan has an interest rate of 2.0 % above adjusted Secured Overnight Financing Rate (SOFR) and can be prepaid in increments of $ 25 million if certain minimum liquidity conditions are satisfied.

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.

This amendment extended the ABL Facility through June 2030.

The amended ABL credit facility includes a $ 600 million revolving credit facility, a letter of credit sub-facility of up to $ 200 million, a $ 200 million term loan (Term Loan), and a swing loan facility of up to $ 60 million.

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).

The Term Loan and any Delayed-Draw Loan each bear interest at a rate of 2.0 % above adjusted SOFR and can be prepaid in increments of $ 25 million if certain minimum liquidity conditions are satisfied.

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

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 Company previously maintained a $ 50 million floating-for-fixed interest rate swap which converted a portion of the ABL Term Loan to a 4.21 % fixed interest rate that matured in June 2024.

The applicable interest rate for revolving credit borrowings under the ABL credit 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 credit 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 ABL Term Loan balance, or (ii) $ 60.0 million.

The ABL credit 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 ABL Term Loan balance, or (ii) $ 60.0 million.

The Company was in compliance with the fixed charge coverage ratio as of December 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 ABL 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 ABL Term Loan balance.

On September 9, 2022, the Company amended and restated the ABL and costs associated with entering into this amendment were $ 2.4 million, and are being amortized to interest expense over the term of the facility ending September 2027, along with $ 1.7 million of unamortized deferred costs previously recorded for the ABL.

Additionally, the Company must demonstrate minimum liquidity specified by the facility during the 90-day period immediately preceding the stated maturity date of the 5.875 % Senior Notes due 2027 and the 4.875 % Notes due 2029.

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 ABL Term Loan balance.

As of December 28, 2025, there were no outstanding borrowings under the revolving portion of the ABL, and $ 29.3 million was utilized to support the issuance of letters of credit.

There were no revolving credit borrowings under the ABL during fiscal year 2024.

There were average revolving credit borrowings of $ 2.6 million bearing an average annual interest rate of 6.5 % under the ABL during fiscal year 2025.

The Company also has foreign credit facilities, primarily in China, that total $ 70 million based on December 29, 2024 foreign exchange rates, none of which was drawn as of December 29, 2024 and $ 5.0 million of which was drawn as of December 31, 2023.

There were no revolving credit borrowings under the ABL during fiscal year 2024.

The Company also has foreign credit facilities, primarily in China, that total $ 73 million based on December 28, 2025 foreign exchange rates, none of which was drawn as of December 28, 2025 or December 29, 2024.

The Company has no off-balance sheet financing relationships as defined in Item 303(a)(4) of SEC Regulation S-K, with variable interest entities, structured finance entities, or any other unconsolidated entities.

37 unchanged sentences

Upon payment of the final progress payments by the lenders, finance leases will commence, and $ 72.3 million, discounted using the applicable discount rates at lease inceptions, of ROU assets and lease liabilities will be recognized by the Company.

Progress payments made on behalf of the Company in fiscal years 2024, 2023 and 2022 include $ 9.7 million, $ 2.8 million and $ 1.8 million, respectively, received as proceeds on the sale of ongoing construction in progress projects that were converted to leases, which is presented as investing activities source of cash on the consolidated statements of cash flows for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023.

The Company received payments payments of $ 9.7 million and $ 2.8 million, respectively, as proceeds on the sale of ongoing construction in progress projects that were converted to leases, for the fiscal years ended December 29, 2024 and December 31, 2023.

There were no such payments in the fiscal year ended 2025.

These payments are presented as investing activities on the consolidated statements of cash flows.

Derivative Financial Instruments and Hedging

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However, as of December 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 2 million pounds of nickel with hedge dates through fiscal year 2027.

The aggregate notional amount hedged is approximately 5 % of a single year’s estimated nickel raw material purchase requirements.

The aggregate notional amount hedged is less than 5 % of a single year’s estimated nickel raw material purchase requirements.

These derivative instruments are used to hedge the variability of a selling price that is based on the London Metals Exchange (LME) index for nickel, as well as to hedge the variability of the purchase cost of nickel based on this LME index.

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Natural gas contracts Prepaid expenses and other current assets 1.0 0.8

Interest rate swap Prepaid expenses and other current assets — 0.7

Nickel and other raw material contracts Prepaid expenses and other current assets 0.6 —

Natural gas contracts Other assets 0.1 0.9

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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 $ 2.2 million of expense, net, for settled foreign currency forward contracts that were not designated as hedges during the fiscal year ended December 29, 2024, which offset foreign currency gains/losses in the relevant currency.

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 $ 2.6 million of income and $ 2.2 million of expense, net, for settled foreign currency forward contracts that were not designated as hedges during the fiscal year ended December 28, 2025 and December 29, 2024, respectively, which offset foreign currency gains/losses in the relevant currency.

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

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These liability management actions have transitioned ATI’s retirement benefit and other postretirement benefit programs largely to a defined contribution structure.

From fiscal years 2013 to 2022, five annuity buyouts of retired participants and two voluntary cash out programs of deferred participants during this period helped to reduce the total participants in ATI’s U.S.

From fiscal years 2013 to 2022, five annuity buyouts of retired participants and two voluntary cash out programs of deferred participants helped to reduce the total participants in ATI’s U.S.

qualified defined benefit pension plans by more than 60 %.

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Company contributions to these defined contribution plans are funded with cash.

In fiscal year 2022, the Company implemented certain plan design changes to the ATI 401(k) Savings Plan which decreased the qualified non-elective contribution percentage and increased the Company match contribution percentage.

Other postretirement benefit costs for a defined contribution plan under the terms of a CBA were $ 1.0 million for each of the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023.

Other postretirement benefit costs for a defined contribution plan under the terms of a CBA were $ 1.0 million for each of the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023.

The components of pension and other postretirement benefit expense for the Company’s defined benefit plans included the following:

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Under the Company’s accounting method for recognizing actuarial gains and losses for its defined benefit pension plans, remeasurement of projected benefit obligation and plan assets for defined benefit pension plans are immediately recognized in earnings through net periodic pension benefit cost from remeasurements annually in the fourth quarter and on an interim basis due to triggering events that require remeasurement.

This resulted in actuarial losses of $ 14.1 million and $ 26.8 million in fiscal years 2024 and 2023, respectively, and an actuarial gain of $ 100.3 million in fiscal year 2022, within nonoperating retirement benefit income/expense on the consolidated statements of operations.

On October 17, 2023, the Company completed a voluntary cash out for term vested employees and a large annuity buyout related to approximately 8,200 U.S.

This resulted in actuarial losses of $ 18.6 million, $ 14.1 million and $ 26.8 million in fiscal years 2025, 2024 and 2023, respectively, within nonoperating retirement benefit income/expense on the consolidated statements of operations.

On October 17, 2023, the Company completed a voluntary cash out for term vested employees and an annuity buyout related to approximately 8,200 U.S.

qualified defined benefit pension plan participants.

As a result of the annuity buyout, ATI recognized a $ 41.7 million pretax settlement loss, which is recorded in nonoperating retirement benefit income/expense on the consolidated statement of operations.

On May 12, 2022, the Company completed the sale of its Sheffield, U.K.

operations (see Note 6).

As a result of this sale, ATI recognized a $ 0.7 million settlement loss, which is recorded in loss on asset sales and sales of businesses, net, on the consolidated statement of operations, related to the amount in accumulated other comprehensive loss for the U.K.

defined benefit pension plan that transferred as part of the sale.

Pension liabilities and assets for this U.K.

defined benefit pension plan that were removed as a result of this divestiture are included below in the tables of changes in benefit obligations and changes in plan assets, respectively.

Actuarial assumptions used to develop the components of defined benefit pension expense and other postretirement benefit expense were as follows:

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Weighted average expected long-term rate of return on assets (a) 5.80 % 5.80 % 5.80 % - 6.57 %

6.43 % — % — % — %

(a) Pension expense for fiscal year 2023 was initially measured at a 5.55 % discount rate and 6.57 % weighted average expected long-term rate of return on assets.

qualified pension plans were remeasured using a 6.40 % weighted average discount rate and 5.80 % weighted average expected long-term rate of return on assets as of October 17, 2023, following the large annuity buyout of retirees.

Actuarial assumptions used for the valuation of defined benefit pension and other postretirement benefit obligations at the end of the respective periods were as follows:

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Rate of increase in future compensation levels 4.00 % - 10.00 %

3.00 % - 5.00 %

A reconciliation of the funded status for the Company’s defined benefit pension and other postretirement benefit plans at December 28, 2025 and December 29, 2024 was as follows:

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– other 19.5 ( 1.8 ) 3.3 4.8

Plan settlement — ( 1,350.6 ) — —

Benefit obligation at end of fiscal year $ 333.0 $ 305.6 $ 182.2 $ 189.2

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Employer contributions 5.1 3.3 — —

Plan settlement — ( 1,350.6 ) — —

Benefits paid ( 12.8 ) ( 3.5 ) — —

Fair value of plan assets at end of fiscal year $ 286.9 $ 279.8 $ — $ —

On October 17, 2023, the Company completed a voluntary cash out for term vested employees and a large annuity buyout related to approximately 8,200 U.S.

qualified defined benefit pension plan participants.

These actions resulted in a reduction in the benefit obligations and plan assets of $ 1.4 billion.

Assets (liabilities) recognized in the consolidated balance sheets:

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2025 2024 2025 2024

Current assets $ — $ 2.4 $ — $ —

Noncurrent assets $ — $ 16.6 $ — $ —

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Cash contributions to ATI’s U.S.

qualified defined benefit pension plans were $ 272 million in fiscal year 2023 and $ 50 million in fiscal year 2022.

There were no cash contributions in fiscal year 2024.

qualified defined benefit pension plans were $ 272 million in fiscal year 2023.

There were no cash contributions in fiscal year 2025 or 2024.

The Company funds the U.S.

defined benefit pension plans in accordance with the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code.

The Company has no required cash contributions to its U.S.

The Company has a required cash contribution of $ 4 million to its U.S.

qualified defined benefit pension plan in fiscal year 2026.

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equities $ 0.1 $ — $ 0.1 $ — $ —

International equities 0.1 — 0.1 — —

Fixed income and cash equivalents 199.2 5.3 193.9 — —

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Investments in U.S.

and International equities, and Fixed Income are predominantly held in common/collective trust funds and registered investment companies.

equities and Fixed Income are predominantly held in common/collective trust funds and registered investment companies.

Some of these investments are publicly traded securities and are classified as Level 1, while others are public investment vehicles valued using the NAV provided by the administrator of the fund.

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The amount that an employer that has ceased to have an obligation to contribute to a multiemployer plan is required to pay to the plan is referred to as a withdrawal liability.

The Company’s participation in multiemployer plans for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023 is reported in the following table.

The Company’s participation in multiemployer plans for the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023 is reported in the following table.

Protection Act

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In April 2019, the Company received notification from the IAM National Pension Fund (IAM Fund) that its’ actuary certified the IAM Fund as “endangered status” for the plan year beginning January 1, 2019, and that the IAM Fund was voluntarily placing itself in “red” zone status and implementing a rehabilitation plan.

Annually in April of each year

from 2020 through 2024, the Company received notification from the IAM Fund that it was certified by its actuary as being in “red” zone status for each of these plan years from January 1, 2020 through December 31, 2024.

Annually in April of each year from 2020 through 2025, the Company received notification from the IAM Fund that it was certified by its actuary as being in “red” zone status for each of these plan years from January 1, 2020 through December 31, 2025.

A contribution surcharge was imposed as of June 1, 2019 in addition to the contribution rate specified in the applicable collective bargaining agreements.

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In April 2022, the funding status further improved to being in the “green” zone for the plan year beginning January 1, 2022.

In April 2023, the Blacksmiths Trust was certified by its actuary as being in “red” zone status for the plan years beginning January 1, 2023, and in April 2024, the Blacksmiths Trust was certified by its actuary as being in “red” zone status for the plan years ending December 31, 2023.

In April 2023, the Blacksmiths Trust was certified by its actuary as being in “red” zone status for the plan years beginning January 1, 2023, and in April 2024 and April 2025, the Blacksmiths Trust was certified by its actuary as being in “red” zone status for the plan years ending December 31, 2023 and December 31, 2024, respectively.

A rehabilitation plan has been adopted for the Blacksmiths Trust, and the Company and the Blacksmiths union agreed to adopt the rehabilitation plan in 2023 prior to a contribution surcharge being imposed.

1 unchanged sentence

(3) The “Surcharge Imposed” column indicates whether ATI’s contribution rate for 2025 included an amount in addition to the contribution rate specified in the applicable collective bargaining agreement, as imposed by a plan in “critical status” or “critical and declining status”, in accordance with the requirements of the Code.

(4) The Company is party to five separate bargaining agreements that require contributions to this plan.

Expiration dates of these collective bargaining agreements range between March 27, 2025 and July 14, 2028.

(4) The Company is party to six separate bargaining agreements that require contributions to this plan.

Expiration dates of these collective bargaining agreements range between April 26, 2026 and March 31, 2029.

Accumulated Other Comprehensive Income (Loss)

The changes in AOCI by component, net of tax, for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023 were as follows (in millions):

The changes in AOCI by component, net of tax, for the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023 were as follows (in millions):

benefit plans Currency

2 unchanged sentences

OCI before reclassifications ( 2.9 ) 1.7 ( 21.8 ) — ( 23.0 )

Amounts reclassified from AOCI (a) 10.6 (c) 20.0 (d) ( 32.6 ) (e) 18.8 16.8

Amounts reclassified from AOCI (a) 5.1 (b) — (d) 1.9 (e) 0.2 7.2

Net current-period OCI 2.2 1.7 ( 19.9 ) 0.2 ( 15.8 )

Balance, January 1, 2023 ( 34.7 ) ( 70.1 ) 13.5 23.9 ( 67.4 )

Balance, December 31, 2023 ( 32.5 ) ( 68.4 ) ( 6.4 ) 24.1 ( 83.2 )

OCI before reclassifications ( 1.6 ) ( 11.4 ) ( 4.5 ) — ( 17.5 )

3 unchanged sentences

OCI before reclassifications ( 5.2 ) 22.6 ( 1.0 ) — 16.4

Amounts reclassified from AOCI (a) 3.6 (b) — (d) 8.4 (e) ( 0.8 ) 11.2

Amounts reclassified from AOCI (a) 3.5 (c) 5.1 (d) 4.1 (e) — 12.7

Net current-period OCI ( 1.7 ) 27.7 3.1 — 29.1

5 unchanged sentences

Net current-period OCI — ( 0.4 ) — — ( 0.4 )

Balance, January 1, 2023 — 7.7 — — 7.7

Balance, December 31, 2023 — 7.3 — — 7.3

OCI before reclassifications — ( 1.6 ) — — ( 1.6 )

6 unchanged sentences

Balance, December 28, 2025 $ — $ 12.0 $ — $ — $ 12.0

(a) Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 14) and/or loss on asset sales and sales of businesses, net, as part of the loss on sale of the Sheffield, U.K.

operations (see Note 6).

(a) Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 14).

(b) No amounts were reclassified to earnings.

(c) Amounts were included in loss on asset sales and sales of businesses, net, as part of the loss on sale of the Sheffield, U.K.

operations (see Note 6).

(c) Amounts were included in loss on asset sales and sales of businesses, net, as part of the loss on sale of the Birmingham, U.K.

and Dusseldorf, Germany operations (see Note 6).

(d) Amounts related to derivatives are included in sales, cost of goods sold or interest expense in the period or periods the hedged item affects earnings (see Note 12).

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subsidiaries.

Reclassifications out of AOCI for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023 were as follows:

Reclassifications out of AOCI for the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023 were as follows:

Amount reclassified from AOCI (d)

2 unchanged sentences

(In millions)

December 29, 2024 December 31, 2023 January 1, 2023 Affected line item in the

December 28, 2025 December 29, 2024 December 31, 2023 Affected line item in the

consolidated statement of operations

2 unchanged sentences

Actuarial losses ( 5.1 ) (a) ( 5.2 ) (a) ( 6.0 ) (a)

Settlement loss — (a) ( 1.1 ) (a) ( 0.7 ) (b)

Settlement loss — (a) — (a) ( 1.1 ) (a)

( 4.6 ) (d) ( 4.7 ) (d) ( 6.5 ) (d) Total before tax

1 unchanged sentence

$ ( 3.5 ) $ ( 3.6 ) $ ( 5.1 ) Net of tax

Currency translation adjustment — (d) — (d) ( 20.0 ) (b,d)

Currency translation adjustment ( 5.1 ) (b, d) — (d) — (d)

Nickel and other raw material contracts $ ( 5.1 ) (c) $ ( 4.8 ) (c) $ 3.3 (c)

3 unchanged sentences

( 5.3 ) (d) ( 11.0 ) (d) ( 2.5 ) (d) Total before tax

( 2.6 ) ( 0.6 ) 10.2 Tax provision (benefit) (e)

( 1.2 ) ( 2.6 ) ( 0.6 ) Tax benefit (e)

$ ( 4.1 ) $ ( 8.4 ) $ ( 1.9 ) Net of tax

(a) Amounts are included in nonoperating retirement benefit expense (see Note 14).

(b) A mounts in 2022 were included in loss on asset sales and sales of businesses, net, as part of the loss on sale of the Sheffield, U.K.

operations (see Note 6).

(b) A mounts in 2025 were included in loss on asset sales and sales of businesses, net, as part of the loss on sale of the Birmingham, U.K.

and Dusseldorf, Germany operations (see Note 6).

(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.

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Under the ABL credit facility, there is no limit on dividend declarations or payments provided that the undrawn availability, after giving effect to a particular dividend payment, is at least the greater of $ 120 million and 20 % of the total facility size, after giving effect to any repayment of term loans, and no event of default under the ABL credit facility has occurred and is continuing or would result from paying the dividend.

In addition, there is no limit on dividend declarations or payments if the undrawn availability is less than the greater of $ 120 million and 20 % of the total facility size, after giving effect to any repayment of term loans, but more than the greater of $ 75 million and 12.5 % of the total facility size, after giving effect to any repayment of term loans, if (i) no event of default has occurred and is continuing or would result from paying the dividend, (ii) the Company demonstrates to the administrative agent that, prior to and after giving effect to the payment of the dividend (A) the undrawn availability, as measured both at the time of the dividend payment and as an average for the 60 consecutive day period immediately preceding the dividend payment, is at least the greater of $ 75 million and 12.5 % of the total facility size, after giving effect to any repayment of term loans, and (B) the Company maintains a fixed charge coverage ratio of at least 1.00 :

1.00 , as calculated in accordance with the terms of the ABL credit facility.

In addition, there is no limit on dividend declarations or payments if the

undrawn availability is less than the greater of $ 120 million and 20 % of the total facility size, after giving effect to any repayment of term loans, but more than the greater of $ 75 million and 12.5 % of the total facility size, after giving effect to any repayment of term loans, if (i) no event of default has occurred and is continuing or would result from paying the dividend, (ii) the Company demonstrates to the administrative agent that, prior to and after giving effect to the payment of the dividend (A) the undrawn availability, as measured both at the time of the dividend payment and as an average for the 60 consecutive day period immediately preceding the dividend payment, is at least the greater of $ 75 million and 12.5 % of the total facility size, after giving effect to any repayment of term loans, and (B) the Company maintains a fixed charge coverage ratio of at least 1.00 :1.00, as calculated in accordance with the terms of the ABL credit facility.

Share-based Compensation

6 unchanged sentences

At December 28, 2025, 5.2 million shares of common stock were available for future awards under the 2022 Incentive Plan.

The general terms of each arrangement granted under the 2022 Incentive Plan, and predecessor plans, the method of estimating fair value for each arrangement, and award activity is reported below.

The general terms of each arrangement granted under the 2022 Incentive Plan, and predecessor plans, the method of estimating fair value for each arrangement, and award activity are reported below.

The Company’s share-based incentive compensation program consists of both service-based and performance/market-based awards.

8 unchanged sentences

Approximately $ 8.6 million of unrecognized fair value compensation expense relating to restricted stock units is expected to be recognized through fiscal year 2028, with $ 6.6 million expected to be recognized in fiscal year 2026, including estimates of service period forfeitures.

Activity under the Company’s RSU awards for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023 was as follows:

Activity under the Company’s RSU awards for the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023 was as follows:

(Shares in thousands, $ in millions) 2025 2024 2023

11 unchanged sentences

Nonvested, end of fiscal year 638 $ 31.1 861 $ 31.0 1,220 $ 28.0

Performance condition awards:

The Company awarded performance share units (PSUs) with performance requirements through fiscal year 2020.

These PSU award opportunities, the last of which vested at the conclusion of its applicable three-year performance period on January 1, 2023, were determined at a target number of units, and the number of shares awarded was based on attainment of two ATI financial performance metrics.

PSU awards through fiscal year 2020 are accounted for as performance condition plans with service vesting requirements, with compensation expense during the performance period recognized based on estimates of attaining the performance criteria, including estimated forfeitures.

The metrics for PSU awards granted in fiscal year 2020 measured (1) net income attributable to ATI and (2) return on capital employed, over a three-year performance period with a threshold attainment of 25 % and a maximum attainment of 200 % of the target financial performance metrics and target share units, measured over the applicable three-year performance period.

For certain senior executives, the number of PSUs to be awarded based on the performance criteria was modified up or down by up to 20 % based on the Company’s relative total shareholder return (TSR) over the performance measurement period (“TSR Modifier”), but not above the maximum number of PSUs to be vested.

The TSR Modifier measured the return of the Company’s stock price (including assumed dividend reinvestment, if any) at the end of the performance period as compared to the stock prices (including assumed dividend reinvestment, if any) of a group of industry peers.

The fair value of the PSU award was measured based on the stock price at the grant date, including the effect of the TSR Modifier.

The fair value of the TSR Modifier was determined by using Monte Carlo simulations of stock price correlation, projected dividend yields and other variables over a three-year time horizon matching the TSR performance measurement period.

Expense recognition varied with the level of performance achieved.

Market condition awards:

The Company awarded PSUs with market requirements in fiscal years 2021, 2022, 2023 and 2024.

These PSU award opportunities are determined at a target number of share units, and the number of shares awarded is based on TSR, representing the measured return of the Company’s stock price (including assumed dividend reinvestment, if any) at the end of the three year period as compared to the stock prices (including assumed dividend reinvestment, if any) of a group of industry peers.

The fiscal year 2021, 2022, 2023 and 2024 PSU awards are accounted for as a market condition plan with service vesting requirements, with expense recognized over the service period without regard to the level of TSR attainment or shares awarded.

The actual number of shares awarded at the end of the measurement period may range from a minimum of zero to a maximum of two times target.

Beginning in fiscal year 2021, the Company awarded performance stock units (PSUs) with market requirements.

Generally, these PSUs are issued at a target number of share units, and the number of shares ultimately awarded is based on the Company's total shareholder return (TSR), which represents the measured return of the Company’s stock price (including assumed dividend reinvestment, if any) compared to the TSR (including assumed dividend reinvestment, if any) of a group of industry peers.

These PSU awards are accounted for as a market condition plan with service vesting requirements, with expense recognized over the service period without regard to the level of TSR attainment or shares awarded.

The actual number of

shares awarded at the end of the measurement period may range from a minimum of zero to a maximum of two times target.

For the fiscal year 2021 and 2022 awards, TSR is determined over eight distinct quarterly periods as measured from January 1 of the grant year of the award through the end of each quarterly period starting with the first quarter ending in the second year following the grant of the award.

2 unchanged sentences

The fair value for this award was determined by using Monte Carlo simulations of stock price correlation, projected dividend yields and other variables over the three-year time horizon matching the TSR measurement period.

In fiscal year 2025, the Company awarded a new one-time grant of PSUs with market requirements, called the Enterprise Value Acceleration award (EVA).

The EVA has a target number of share units, and the number of shares awarded is based on the absolute return on the Company’s stock during a four-year measurement period.

The service vesting requirements of the EVA award are four years for one half of the award and five years for the remaining half.

The EVA award is accounted for as a market condition plan with service vesting requirements, with expense recognized over the service periods without regard to the level of absolute return attainment or shares awarded.

The actual number of EVA shares awarded at the end of the measurement period may range from a minimum of zero to a maximum of three times target.

The fair value for this award was determined by using Monte Carlo simulations of stock price correlation, projected dividend yields and other variables over the four-year time horizon matching the EVA measurement period.

In fiscal year 2022, the Company awarded a new one-time grant of PSUs with market requirements, called the Breakout Performance Award (BPA).

In fiscal year 2025, 229,299 shares were issued due to retirement vesting.

In fiscal year 2023, 46,046 additional share units under the fiscal year 2022 BPA were awarded to new members of senior management and 4,807 shares

were issued due to retirement vesting.

In fiscal year 2024, 6,530 shares were issued due to retirement vesting.

In fiscal year 2023, 46,046 additional share units under the fiscal year 2022 BPA were awarded to new members of senior management and 4,807 shares were issued due to retirement vesting.

The BPA has a target number of share units, and the number of shares awarded is based on the absolute return on the Company’s stock during a four-year measurement period.

13 unchanged sentences

Fiscal Year 2022-2025 BPA $ 20.3 1.6 1.6 857

Fiscal Year 2025-2029 EVA $ 28.2 28.2 5.7 161

Total $ 38.9 $ 13.0

In fiscal year 2024, the fiscal year 2022 PSU awards vested with TSR attainment of 200.0 %, resulting in the issuance of 849,422 shares in the first quarter of fiscal year 2025.

In fiscal year 2023, the fiscal year 2021 PSU awards vested with TSR attainment of 198.5 %, resulting in the issuance of 848,194 shares in the first quarter of fiscal year 2024.

In fiscal year 2022, the fiscal year 2020 PSU awards vested with financial performance attainment between threshold and target and at 0 % for the TSR Modifier, resulting in the issuance of 182,628 shares in the first quarter of fiscal year 2023.

In fiscal year 2025, the 2023 PSU awards vested with relative TSR attainment of 195.6 %, resulting in the issuance of 574,396 shares in the first quarter of 2026.

In addition, in fiscal year 2025, the first half of the 2022 BPA awards vested with TSR attainment at the maximum level, resulting in the issuance of 807,289 shares in the first quarter of 2026.

In fiscal year 2024, the fiscal year 2022 PSU awards vested with relative TSR attainment of 200.0 %, resulting in the issuance of 849,422 shares in the first quarter of fiscal year 2025.

In fiscal year 2023, the fiscal year 2021 PSU awards vested with relative TSR attainment of 198.5 %, resulting in the issuance of 848,194 shares in the first quarter of fiscal year 2024.

Income (loss) before income taxes for the Company’s U.S.

18 unchanged sentences

(In millions) 2025 2024 2023

Income before income taxes $ 522.3 $ 486.1 $ 295.2

Taxes computed at the federal rate 109.7 21.0 % 102.0 21.0 % 62.0 21.0 %

State and local income taxes, net of federal tax benefit (1)

Valuation allowance ( 0.3 ) ( 198.8 ) ( 84.4 )

Global Intangible Low Taxed Income (GILTI ) 3.3 5.0 —

Restructuring/Divestitures — — 23.0

Foreign earnings taxed at different rate 3.4 2.7 3.2

Withholding taxes 2.1 4.8 2.6

9.3 1.8 % 9.3 1.9 % ( 32.4 ) ( 11.0 ) %

Foreign tax effects

Preferential tax rate ( 4.1 ) ( 0.8 ) % ( 4.1 ) ( 0.8 ) % ( 3.6 ) ( 1.2 ) %

Other 3.0 0.6 % 1.7 0.3 % 1.7 0.6 %

Other foreign jurisdictions ( 1.6 ) ( 0.3 ) % ( 1.0 ) ( 0.2 ) % 5.2 1.8 %

Effect of changes in tax laws enacted in the period — — % — — % — — %

Effect of cross-border tax laws

Global Intangible Low-Taxed Income (GILTI) 1.0 0.2 % 3.3 0.7 % 5.0 1.7 %

Foreign-Derived Intangible Income (FDII) ( 6.8 ) ( 1.3 ) % ( 0.9 ) ( 0.2 ) % — — %

Tax credits ( 6.1 ) ( 1.2 ) % ( 7.1 ) ( 1.5 ) % ( 4.8 ) ( 1.6 ) %

Change in valuation allowance ( 2.9 ) ( 0.6 ) % — — % ( 162.0 ) ( 54.9 ) %

Nontaxable or nondeductible items 2.2 0.4 % ( 1.5 ) ( 0.3 ) % 0.8 0.3 %

Changes in unrecognized tax benefits ( 2.9 ) ( 0.6 ) % ( 1.0 ) ( 0.2 ) % 0.3 0.1 %

Other adjustments 2.9 0.6 % 2.7 0.6 % ( 0.4 ) ( 0.1 ) %

Income tax provision (benefit) $ 103.7 19.9 % $ 103.4 21.3 % $ ( 128.2 ) ( 43.4 ) %

In fiscal year 2024, the income tax provision of $ 103.4 million includes discrete tax benefits of $ 6.2 million, which includes $ 3.3 million for share-based compensation and $ 0.8 million related to the recognition of a stranded deferred tax valuation allowance in accumulated other comprehensive loss that was associated with the Company’s interest rate swap due to its maturity (see Note 15).

In fiscal year 2024, the amount of GILTI is representative of the amount after GILTI tax credits and deductions.

In fiscal year 2023, the amount of GILTI represents a full inclusion due to ATI’s net operating loss utilization and inability to utilize GILTI tax credits.

In fiscal year 2022, due to the loss on the sale of the Sheffield operations, there is no current year inclusion.

(1) State taxes in California, Connecticut, Illinois, Massachusetts, New Jersey, Pennsylvania and Wisconsin made up the majority (greater than 50%) of the tax effect in this category.

The Company has elected to recognize GILTI liabilities as an element of income tax expense in the period incurred.

Other benefits in the current year are primarily related to research and development benefits and the disallowance of the above the line income related to the Advanced Manufacturing Production Credit (AMPC) as discussed in Note 18.

Total credits in the current year are primarily related to research and development benefits and the disallowance of the above the line income related to the Advanced Manufacturing Production Credit (AMPC) as discussed in Note 18.

While the AMPC is an above the line credit and refundable, if tax is due, the credit is first applied against the current tax liability.

As a result, it has been considered associated with income taxes paid in the table below.

In fiscal year 2025, the income tax provision of $ 103.7 million includes discrete tax benefits of $ 6.0 million, which primarily related to share-based compensation, release of uncertain tax positions, and the release of valuation allowances.

These were offset by unfavorable return to provision adjustments from the 2024 federal and state tax returns.

In fiscal year 2024, the income tax provision of $ 103.4 million includes discrete tax benefits of $ 6.2 million which includes $ 3.3 million for share-based compensation and $ 0.8 million related to the recognition of a stranded deferred tax valuation allowance in accumulated other comprehensive loss that was associated with the Company’s interest rate swap due to its maturity (see Note 15).

In the fourth quarter of fiscal year 2024, the Company was granted a preferential tax rate related to the PRS joint venture operations in China for tax years 2024 through 2026.

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This same preferential rate was in effect for tax years 2021-2023.

The provision for income taxes for the fiscal year ended January 1, 2023, is mainly attributable to the Company’s foreign operations and state income tax expense associated with states that limit net operating loss utilization as the expense related to current year operations for federal and state purposes was mainly offset by the valuation allowance release attributable to that income.

On May 12, 2022, the Company sold its Sheffield, U.K.

operations which resulted in a pre-tax loss of $ 112.2 million (see Note 6 for further explanation) for which the benefit was disallowed for tax purposes, resulting in a $ 23.0 million tax expense impact as shown in the effective tax rate reconciliation table above.

The Company’s income tax expense has been impacted by the effects of valuation allowances on federal and state deferred tax assets for fiscal years 2022 through 2023.

In fiscal year 2023, ATI recorded a tax benefit associated with the release of the valuation allowance due to the current year income for the U.S.

operations and a $ 140.3 million additional benefit was recorded related to the valuation allowance release associated with ATI’s ability to utilize projections for future income.

The Company recognizes deferred tax assets to the extent it believes these deferred tax assets are more likely than not to be realized.

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In making such determination, the Company considers all available evidence, both positive and negative, regarding the estimated future reversals of existing taxable temporary differences, estimated future taxable income exclusive of reversing temporary differences and carryforwards, historical taxable income in prior carryback periods if carryback is permitted, and potential tax planning strategies which may be employed to prevent an operating loss or tax credit carryforward from expiring unused.

In situations where a three-year cumulative loss position exists, the ability to consider projections of future results as positive evidence to assess the realizability of deferred tax assets is subjective.

If the Company determines that it would not be able to realize its deferred tax assets in the future in excess of their recorded net amount, an adjustment to the deferred tax asset valuation allowance would result.

In fiscal year 2023, ATI recorded a tax benefit associated with the valuation allowance due to the current year income for the U.S.

operations and a $ 140.3 million additional benefit was recorded related to the valuation allowance release associated with ATI’s ability to utilize projections for future income.

In fiscal year 2022, ATI recorded a tax benefit associated with the valuation allowance due to the current year income for the U.S.

As a result of the current year income, ATI utilized net operating loss carryovers which in turn resulted in a release of the corresponding valuation allowance on the operating loss deferred tax assets.

The Company also maintained valuation allowances on deferred tax amounts recorded in AOCI in fiscal years 2024, 2023 and 2022 of $ 23.3 million, $ 24.1 million, and $ 23.9 million, respectively, which are not reflected in the preceding table reconciling amounts recognized in the income tax provision (benefit) recorded in the statement of operations (see Note 15).

The Company also maintained valuation allowances on deferred tax amounts recorded in AOCI in fiscal years 2025, 2024 and 2023 of $ 23.3 million, $ 23.3 million, and $ 24.1 million, respectively (see Note 15).

Deferred income taxes result from temporary differences in the recognition of income and expense for financial and income tax reporting purposes, and differences between the fair value of assets acquired in business combinations accounted for as purchases for financial reporting purposes and their corresponding tax bases.

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Deferred income tax assets

Net operating loss tax carryovers $ 73.4 $ 133.0

Pensions 6.0 2.2

Postretirement benefits other than pensions 45.2 48.5

Tax credits 44.0 43.5

Research and development 25.7 20.7

Net operating loss carryovers 52.9 73.4

Post retirement benefits other than pension 44.5 45.2

Employee compensation and benefits 35.8 29.0

Inventory valuation 26.5 24.3

Other items 102.8 107.5

Federal and state tax credits 21.5 44.0

Operating lease liability 19.9 14.8

Deferred revenue 18.6 20.5

Research and development 12.5 25.7

Other items - assets 26.6 44.5

Gross deferred income tax assets 258.8 321.4

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Basis of property, plant and equipment 187.8 180.5

Basis of amortizable intangible assets 13.4 14.9

Other items 28.0 25.5

Operating lease right of use assets 18.7 13.8

Amortization of intangibles 11.8 13.4

Other items - liabilities 12.3 14.2

Total deferred tax liabilities 230.6 221.9

Net deferred tax asset $ 41.8 $ 131.0

The Company’s valuation allowance for deferred taxes was $ 57.7 million at December 29, 2024, $ 60.3 million at December 31, 2023 and $ 266.9 million at January 1, 2023.

Net deferred tax (liability) asset $ ( 21.6 ) $ 41.8

The Company’s valuation allowance for deferred taxes was $ 49.8 million at December 28, 2025, $ 57.7 million at December 29, 2024.

The reduction in the valuation allowance in fiscal year 2025 was primarily due to a state valuation allowance release and and foreign tax restructuring activities.

The reduction in the valuation allowance in fiscal year 2024 was primarily due to a state valuation allowance release, which was mostly offset by the expiration of state tax attributes for income tax purposes.

The change in the valuation allowance in fiscal year 2023 was due to a $ 206.6 million valuation allowance release due to

taxable income during that fiscal year as well as projections of future years’ taxable income, of which $ 7.8 million was reflected as a state and local tax benefit.

In fiscal year 2023, the deferred tax liability related to inventory changed from a deferred tax liability to a deferred tax asset.

This change is related to the recognition of the deferred tax liability associated with the accounting policy change from the LIFO inventory cost method adopted by the Company during the fourth quarter of fiscal year 2021, which for tax purposes is recognized over four years versus one year for book purposes.

Fiscal year 2024 is the final year of inclusion related to the recognition of the deferred tax liability associated with LIFO.

The following summarizes the carryforward periods for the tax attributes related to NOLs and credits by jurisdiction.

The Company has recorded $ 6.7 million of foreign withholding taxes on earnings expected to be repatriated to the U.S.

The Company does not intend to distribute previously taxed earnings resulting from the one-time transition tax under the Tax Act, and has not recorded any deferred taxes related to such amounts.

The remaining excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries is indefinitely reinvested, and the determination of any deferred tax liability on this amount is not practicable.

The following summarizes the carryforward periods for the tax attributes related to NOLs and credits by jurisdiction.

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Jurisdiction Attribute Amount Expiration Period Amount expiring within 5 years Amount expiring in 5-20 years

NOL $ 83 Indefinite $ — $ —

Foreign Tax Credit $ 13 10 years $ 13 $ —

Research and Development Credit $ 13 20 years $ — $ 13

State NOL $ 64 Various $ 9 $ 55

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(In millions) 2025 2024 2023

Income taxes paid $ 18.2 $ 16.7 $ 18.9

Income tax refunds received ( 3.2 ) ( 0.9 ) ( 0.4 )

Federal $ 52.3 $ 1.5 $ 1.1

State 8.9 6.4 3.8

Foreign 15.5 7.1 10.9

Income taxes paid, net $ 76.7 $ 15.0 $ 15.8

Deferred taxes of $ 9.9 million have been recorded for foreign withholding taxes on earnings expected to be repatriated to the U.S.

The Company does not intend to distribute previously taxed earnings resulting from the one-time transition tax under the Tax Act, and has not recorded any deferred taxes related to such amounts.

Income taxes paid (net of refunds) exceeded 5 percent of total income taxes paid (net of refunds) in the following jurisdictions:

(In millions) 2025 2024 2023

California * $ 2.5 *

Illinois * $ 1.0 $ 1.2

Massachusetts * $ 1.3 *

Pennsylvania * * $ 0.9

China $ 7.7 $ 4.3 $ 7.6

Germany * $ 1.4 *

Japan * * $ 2.2

* Jurisdiction was below the reporting threshold for the period presented.

Uncertain tax positions are recorded using a two-step process based on (1) determining whether it is more-likely-than-not the tax positions will be sustained on the basis of the technical merits of the position and (2) for those positions that meet the more-likely-than-not recognition threshold, the Company records the largest amount of the tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The changes in the liability for unrecognized income tax benefits for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023 were as follows:

The changes in the liability for unrecognized income tax benefits for the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023 were as follows:

(In millions) 2025 2024 2023

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Balance at end of fiscal year $ 4.7 $ 7.8 $ 8.9

For fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023, the liability includes $ 6.9 million, $ 7.2 million and $ 7.8 million, respectively, of unrecognized tax benefits that are classified within deferred income taxes as a reduction of NOL carryforwards and other tax attributes.

For fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023, the liability includes $ 4.1 million, $ 6.9 million and $ 7.2 million, respectively, of unrecognized tax benefits that are classified within deferred income taxes as a reduction of NOL carryforwards and other tax attributes.

The total estimated unrecognized tax benefit that, if recognized, would affect ATI’s effective tax rate is approximately $ 0.6 million.

At this time, the Company believes that it is reasonably

possible that approximately $ 0.5 million of the estimated unrecognized tax benefits as of December 29, 2024 will be recognized within the next twelve months based on the expiration of statutory review periods.

The Company recognizes accrued interest and penalties related to uncertain tax positions as income tax expense.

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Jurisdiction Earliest Year Open to

Pennsylvania 2021

Illinois 2021

California 2021

Connecticut 2022

Illinois 2022

Massachusetts 2022

New Jersey 2021

Pennsylvania 2021

Wisconsin 2021

Business Segments

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High Performance Materials & Components (HPMC) and Advanced Alloys & Solutions (AA&S).

HPMC is comprised of the Specialty Materials and Forged Products businesses, as well as the ATI Europe distribution operations.

HPMC is comprised of the Specialty Materials and Forged Products businesses, as well as the ATI Europe distribution operations thru 2024.

Approximately 92 % of its revenue is derived from the aerospace & defense markets including nearly 68 % of its revenue from products for commercial jet engines and 11 % from defense products.

Other core markets include medical and specialty energy.

HPMC produces a wide range of high performance materials, components, and advanced metallic powder alloys.

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HPMC’s capabilities range from cast/wrought and powder alloy development to final production of highly engineered finished components, and 3D-printed aerospace products.

The AA&S segment includes the Specialty Alloys & Components business, the Specialty Rolled Products business, the 60 %-owned STAL PRS joint venture, and the A&T Stainless 50 %-owned joint venture that is reported in AA&S segment results under the equity method of accounting.

See Note 7 for further information on the Company’s joint ventures.

AA&S is focused on delivering high-value flat products, with a focus in aerospace & defense and other core markets, which comprise approximately 60 % of its revenue.

Industrial markets comprise the remaining 40 % of AA&S sales, which includes the conventional energy and automotive end-markets.

AA&S produces nickel-based alloys, titanium and titanium-based alloys, and specialty alloys in a variety of forms including plate, sheet, and strip products.

AA&S segment includes the Specialty Alloys & Components business, the Specialty Rolled Products business, and the 60 %-owned STAL PRS joint venture.

See Note 7 for further information regarding the joint venture.

AA&S produces nickel-based alloys, titanium and titanium-based alloys, and specialty alloys in a variety of forms including plate and sheet products.

The major end markets for our flat rolled products are aerospace & defense, specialty and conventional energy, automotive, medical and electronics markets.

ATI’s Chief Operating Decision Maker (CODM) is the Chief Executive Officer.

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Allocated corporate overhead 65.2 67.3 65.7 65.4 60.1 58.6

65.7 65.4 60.1 58.6 37.9 34.2

Other segment items (2)

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Retirement benefit settlement loss (See Note 14) — — ( 41.7 )

Pension remeasurement gain (loss) (See Note 14) ( 14.1 ) ( 26.8 ) 100.3

Joint venture restructuring credit (See Note 7) — — 0.9

Pension remeasurement loss (See Note 14) ( 18.6 ) ( 14.1 ) ( 26.8 )

Gain (loss) on sales of business, net ( 2.9 ) 52.9 ( 0.6 )

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Intersegment expenses are included within the amounts shown.

(2) The increase in corporate overhead costs over the time periods presented represent the consolidation and centralization of certain functions, including information technology, human resources and talent acquisition, payroll and accounts payable, into the Company’s corporate shared services function.

Such amounts are subject to change from year to year as allocation methodologies are revised to match the nature of these corporate costs.

(2) Other segment items for each reportable segment include:

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See Note 21 for further explanation.

In addition, results for the fiscal year ended January 1, 2023 include $ 34 million related to this government sponsored COVID relief in segment EBITDA.

HPMC segment results for fiscal year 2022 include $ 27 million of benefits from the AMJP Program and employee retention credits, and AA&S segment results for fiscal year 2022 include $ 7 million in employee retention credits.

In addition, results for the fiscal year

ended December 29, 2024 include $ 16.7 million related to this government sponsored COVID relief in Segment EBITDA.

Results for the fiscal year ended January 1, 2023 include $ 34.0 million related to this government sponsored COVID relief in Segment EBITDA.

AA&S Segment EBITDA in fiscal year 2024 and 2023 included benefits from tax credits of $ 22.7 million and $ 10.1 million, respectively, for the AMPC, which were reported in cost of sales in the consolidated statement of operations.

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These items included costs at closed facilities, including legal matters, environmental, real estate and other facility costs, gains from the sale of non-core assets and foreign currency transaction gains and losses primarily related to ATI’s European Treasury Center operation.

Closed operations and other income (expense) for fiscal year 2024 includes an $ 11.6 million gain on the sale of certain oil and gas rights, included within other income, net, on the consolidated statement of operations, and favorable foreign currency transaction impacts as compared to the prior year period.

Closed operations and other income (expense) for fiscal year 2025 includes an $ 10.5 million gain on the sale of certain oil and gas rights, included within other income, net, on the consolidated statement of operations, and unfavorable foreign currency transaction impacts as compared to the prior year.

Fiscal year 2024 also includes a $ 2.3 million gain on the sale of assets for the Company’s idled Houston, PA facility, which is included within gain on asset sales and sales of businesses, net, on the consolidated statement of operations.

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Depreciation expense in fiscal year 2023 includes $ 3.8 million of accelerated depreciation of fixed assets related to the restructuring of our European operations and the closure of our Robinson, PA operations.

Gain on sales of businesses for fiscal year 2024 is related to a $ 52.9 million gain on the sale of the Company ’ s precision rolled strip operations in New Bedford, MA and Remscheid, Germany, for which $ 48.0 million of proceeds, net of transaction costs, were received and reported as an investing activity on the consolidated statement of cash flows.

Net loss on sales of businesses for fiscal year 2025 relate to the divestiture of certain immaterial, non-core operations.

These include an $ 0.8 million gain on the sale of the Company’s East Hartford, CT operations within the Forged Products business unit, and a $ 3.7 million loss on the sale of our European operations in Birmingham, UK and Düsseldorf, Germany, which were part of the HPMC segment.

Proceeds, net of transaction costs of $ 19.3 million and $ 5.0 million, respectively, were received during fiscal year 2025 and are reported as investing activities in the consolidated statements of cash flows, with additional proceeds of approximately $ 4.9 million related to the European divestitures expected to be received within the next twelve months.

Gain on sales of businesses for fiscal year 2024 is related to a $ 52.9 million gain on the sale of the Company ’ s precision rolled strip operations in New Bedford, MA and Remscheid, Germany, for which $ 48.0 million and $ 2.5 million of proceeds, net of transaction costs, were received in 2024 and 2025, respectively, and are reported as an investing activity on the consolidated statement of cash flows.

Loss on sales of businesses for fiscal year 2023 is related to a $ 0.6 million loss on the sale of the Company’s Northbrook, IL operations, for which no proceeds were received but $ 0.3 million of transaction costs were paid and reported as an investing activity on the consolidated statement of cash flows.

Gain (loss) on sales of businesses, net, for fiscal year 2022 relate to a $ 112.2 million loss on the sale of the Company’s Sheffield, U.K.

operations, partially offset by a $ 6.8 million gain from the sale of assets from the Pico Rivera, CA operations.

See Note 6 for further explanation regarding the sale of business transactions in fiscal years 2025 and 2024.

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Restructuring and other charges

For the fiscal year ended December 29, 2024, restructuring and other charges were $ 22.1 million and include $ 11.3 million of start-up costs, $ 4.6 million of charges associated with the Company’s European restructuring, $ 4.1 million of severance-related restructuring charges for approximately 100 employees primarily related to cost reduction actions in our domestic operation, and $ 2.1 million of transaction related costs.

For the fiscal year ended December 28, 2025, restructuring and other charges were $ 48.8 million and include $ 25.8 million of start-up and transaction-related costs, $ 17.1 million of transformation-related costs, and $ 7.8 million of losses on the sale of customer accounts receivable, partially offset by credits of $ 1.9 million due to a reduction in severance-related reserves for approximately 45 employees for a previous restructuring in the AA&S segment.

These costs were recorded in the consolidated statement of operations based on the nature of the charge, with $ 23.6 million recorded as cost of sales, $ 27.1 million recorded as selling and administrative expense and $ 1.9 million as restructuring credits on the consolidated statement of operations .

For the fiscal year ended December 29, 2024, restructuring and other charges were $ 22.1 million and include $ 13.4 million of start-up costs and transaction-related costs, $ 4.6 million of charges associated with the Company’s European restructuring, and $ 4.1 million of severance-related restructuring charges for approximately 100 employees primarily related to cost reduction actions in our domestic operation.

These costs were recorded in the consolidated statement of operations based on the nature of the charge, with $ 15.3 million recorded as cost of sales, $ 2.7 million recorded as selling and administrative expenses and $ 4.1 million as restructuring charges on the consolidated statements of operations .

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The $ 23.7 million of charges within cost of sales include $ 11.5 million of start-up costs, $ 1.9 million of costs associated with an unplanned outage at our Lockport, NY facility, and $ 10.3 million primarily for asset write-offs for the restructuring of our European operations and the closure of our Robinson, PA operations.

For the fiscal year ended January 1, 2023, restructuring and other charges were $ 23.7 million, which included a $ 28.5 million charge for a litigation settlement (see Note 21), partially offset by $ 4.8 million of restructuring credits for reductions in severance-related reserves related to approximately 110 employees based on changes in planned operating rates and revised workforce estimates.

Restructuring reserves for severance cost activity is as follows:

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Benefit Costs

December 29, 2024 December 31, 2023 January 1, 2023

December 28, 2025 December 29, 2024 December 31, 2023

Beginning of fiscal year balance $ 9.0 $ 15.2 $ 9.8

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End of fiscal year balance $ 0.4 $ 9.0 $ 15.2

During fiscal year 2024, the Company de-recognized $ 3.5 million of restructuring reserves in connection with the sale of its precision rolled strip operations (see Note 6 for further explanation).

During fiscal year 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 6 for further explanation).

During fiscal year 2024, the Company derecognized $ 3.5 million of restructuring reserves in connection with the sale of its precision rolled strip operations (see Note 6 for further explanation).

All of the $ 0.4 million restructuring reserve balance at December 28, 2025 is recorded in other current liabilities on the December 28, 2025 consolidated balance sheet.

Of the $ 15.2 million restructuring reserve balance at December 31, 2023, $ 10.9 million is recorded in other current liabilities and $ 4.3 million is recorded in other long-term liabilities on the December 31, 2023 consolidated balance sheet.

All of the $ 9 million restructuring reserve balance at December 29, 2024, is recorded in other current liabilities on the December 29, 2024 consolidated balance sheet.

Per Share Information

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3.5 % Convertible Senior Notes due 2025

5.9 10.6 11.3

Numerator for diluted net income per common share -

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3.5 % Convertible Senior Notes due 2025

13.0 18.8 18.8

Denominator for diluted net income per common share—adjusted weighted average shares and assumed conversions 141.8 146.6 150.0

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Diluted net income attributable to ATI per common share $ 2.85 $ 2.55 $ 2.81

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 the 2022 Convertible Notes, prior to their maturity during the second quarter of 2022, 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.

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 fiscal years 2025, 2024 and 2023.

Periodically, the Company’s Board of Directors authorizes the repurchase of ATI common stock (the “Share Repurchase Program”), the most recent of which was $ 700 million that was announced in September 2024.

Repurchases under these programs are made in the open market or in privately negotiated transactions, with the amount and timing of repurchases depending on market conditions and corporate needs.

Open market repurchases are structured to occur within the pricing and

volume requirements of SEC Rule 10b-18.

The Company’s ongoing stock repurchase programs do not obligate the Company to repurchase any specific number of shares and may be modified, suspended, or terminated at any time by the Company’s Board of Directors without prior notice.

Periodically, the Company’s Board of Directors authorizes the repurchase of ATI common stock (the “Share Repurchase Programs”).

The current Share Repurchase Program of $ 700 million was announced in September 2024 and does not obligate the Company to repurchase any specific number of shares and may be modified, suspended, or terminated at any time by the Company’s Board of Directors without prior notice.

Repurchases under the Share Repurchase Program are made in the open market, within the pricing and volume requirements of SEC Rule 10b-18, or in privately negotiated transactions, with the

amount and timing of repurchases depending on market conditions and corporate needs.

In fiscal years 2025, 2024 and 2023, ATI used $ 470.0 million, $ 260.0 million and $ 85.2 million, respectively, to repurchase 6.4 million, 5.3 million and 2.0 million shares, respectively, of its common stock under the Share Repurchase Program.

At December 29, 2024, the Company has utilized $ 110 million of the $ 700 million currently authorized under the Share Repurchase Program.

At December 29, 2025, the Company had utilized $ 580 million of the $ 700 million authorized under the Share Repurchase Program.

Effective January 2, 2023, the Company’s share repurchases are subject to a 1% excise tax as a result of the Inflation Reduction Act of 2022.

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The cost of share repurchases may differ from the repurchases of common stock amounts in the consolidated statements of cash flows due to these excise taxes.

For fiscal year 2025, the cost of share repurchase of $ 474.2 million differs from the repurchases of common stock amounts in the consolidated statements of cash flows due to these excise taxes.

For fiscal year 2024, there was no excise tax due to the impact of the conversion of the 2025 Convertible Notes (see Note 10).

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$ 7.0 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 $ 6.0 million for owned or controlled sites at which Company operations have been or plan to be discontinued.

The Company continues to evaluate whether it may be able to recover a portion of future costs for environmental liabilities from third parties and to pursue such recoveries where appropriate.

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During the fiscal year ended December 28, 2025, the Company recognized a benefit of $ 7.2 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 December 29, 2024, the Company has approximately $ 12 million of remaining deferred retention tax credits, of which the statute of limitations expire for $ 7 million in 2025 with the remaining expirations occurring in 2027.

There is pending legislation that could extend the statute of limitations, which would impact the timing of the expected recognition of the remaining credits if and when such legislation is passed.

As of December 28, 2025, the Company has approximately $ 5.0 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.

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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.

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.

ATI Titanium LLC (ATI Titanium), a subsidiary of ATI Inc., was party to a lawsuit captioned US Magnesium, LLC v.

ATI Titanium LLC (Case No.

2:17-cv-00923-DB) and filed in federal district court in Salt Lake City, UT, pertaining to a Supply and Operating Agreement between US Magnesium LLC (USM) and ATI Titanium entered into in 2006 (the Supply Agreement).

In 2016, ATI Titanium notified USM that it would suspend performance under the Supply Agreement in reliance on certain terms and conditions included in the Supply Agreement.

USM subsequently filed a claim challenging ATI Titanium’s right to suspend performance under the Supply Agreement.

ATI Titanium and USM reached a litigation settlement in fiscal year 2022 for $ 28.5 million, which is reported within other (nonoperating) expense on the consolidated statement of operations and was paid in the fiscal year ended January 1, 2023.

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

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

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

We dispute and intend 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.

Subsequent Event

On February 18, 2026, ATI's Board of Directors of ATI authorized additional share repurchase of up to $ 500 million, which is in addition to the existing share repurchase authorization of approximately $ 120.0 million.

Repurchases under the program may be made in the open market or in privately negotiated transactions, with the amount and timing of repurchases depending on market conditions and corporate needs.

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

The stock repurchase program does not obligate the Company to repurchase any specific number of shares, and it may be modified, suspended, or terminated at any time by the Board of Directors without prior notice.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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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-K

Item 8. Financial Statements and Supplementary Data