What changed in this filing

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Item 9A. Controls and Procedures

2026-02-20 compared with 2025-02-21 · 31 added, 25 removed, 180 unchanged (24% of the section changed)

5 unchanged sentences

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act of 1934, as amended (the Exchange Act), as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

47 unchanged sentences

Rule 10b5-1 Plan Elections

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

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

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

During the quarterly period ended December 28, 2025, none of the Company’s directors or officers, as defined in Section 16 of the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” as such term in defined in Item 408(c) of the Exchange Act.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

5 unchanged sentences

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

The Corporate Guidelines for Business Conduct and Ethics as well as the charters for the Company’s Audit and Risk, Nominating and Governance, Personnel and Compensation, and Technology Committees, as well as periodic and current reports filed with the SEC, are available through the Company’s website at http://www.atimaterials.com and are available in print free of charge to any shareholder upon request.

To obtain a copy, contact the Corporate Secretary, ATI Inc., 2021 McKinney Avenue, Dallas, Texas 75201 (telephone:

The Corporate Guidelines for Business Conduct and Ethics as well as the charters for the Company’s Audit and Risk, Nominating and Governance, and Compensation and Leadership Development Committees, as well as periodic and current reports filed with the SEC, are available through the Company’s website at http://www.atimaterials.com and are available in print free of charge to any shareholder upon request.

To obtain a copy, contact the Corporate Secretary, ATI Inc., 2021 McKinney Avenue, Suite 1100, Dallas, Texas 75201 (telephone:

800-289-7454).

34 unchanged sentences

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

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

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

Consolidated Statements of Operations — Fiscal Years Ended December 28, 2025, December 29, 2024 and December 31, 2023

Consolidated Statements of Comprehensive Income — Fiscal Years Ended December 28, 2025, December 29, 2024 and December 31, 2023

Consolidated Balance Sheets at December 28, 2025 and December 29, 2024

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

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

Consolidated Statements of Cash Flows — Fiscal Years Ended December 28, 2025, December 29, 2024 and December 31, 2023

Statements of Changes in Consolidated Equity — Fiscal Years Ended December 28, 2025, December 29, 2024 and December 31, 2023

Notes to Consolidated Financial Statements

10 unchanged sentences

3.2 Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated June 22, 2022 (File No.

3.3 Fourth Amended and Restated Bylaws of ATI Inc.

(incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated June 22, 2022 (File No.

4.1 Indenture dated as of December 15, 1995 between Allegheny Ludlum Corporation and The Chase Manhattan Bank (National Association), as trustee, relating to Allegheny Ludlum Corporation’s 6.95% Debentures due 2025 (incorporated by reference to Exhibit 4(a) to Allegheny Ludlum Corporation’s Report on Form 10-K for the year ended December 31, 1995 (File No.

4.2 First Supplemental Indenture by and among Allegheny Technologies Incorporated, Allegheny Ludlum Corporation and The Chase Manhattan Bank (National Association), as Trustee, dated as of August 15, 1996 (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated August 21, 1996 (File No.

4.3 Supplemental Indenture, dated as of December 22, 2011, among Allegheny Ludlum Corporation, ALC Merger, LLC, and The Bank of New York Mellon (as successor to The Chase Manhattan Bank (National Association)), as Trustee (incorporated by reference to Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No.

3.3 F ifth Amended and Restated Bylaws of ATI Inc.

(incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May 2 1 , 202 5 (File No.

4.1 Indenture, dated June 1, 2009, between Allegheny Technologies Incorporated and The Bank of New Your Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K dated June 3, 2009 (File No.

1 unchanged sentence

4.3 Sixth Supplemental Indenture, dated November 19, 2019, between Allegheny Technologies Incorporated and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated November 22, 2019 (File No.

4.7 Indenture, dated June 22, 2020, by and between the Company The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated June 22, 2020 (File No.

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

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

13 unchanged sentences

10.6 Allegheny Technologies Incorporated 2020 Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on March 24, 2020 (File No 1-12001)).*

10.7 Form of Time-Vested Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No.

10.7 Form of Performance-Vested Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10-15 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No.

10.9 Addendum to Performance-Vested Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10-1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (File No.

10.10 Form of Performance-Vested Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10-15 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No.

10.8 ATI Inc.

5 unchanged sentences

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

10.14 Form of 2025 Time-Vested Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K for the year ended December 29, 2024)*

10.15 Form of 2025 Performance-Vested Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 8 to the Registrant’s Annual Report on Form 10-K for the year ended December 29, 2024)*

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

10.17 Form of 2026 Time-Vested Restricted Stock Unit Agreement (filed herewith)*

2 unchanged sentences

Davis (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated January 10, 2024 (File No.

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

10.21 Amendment No.

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

10.20 Retirement and Consulting Agreement, dated as of October 27, 2025, by and between the Company and Donald P.

Newman (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2025 (File No.

10.21 Consulting Agreement, dated December 5, 2025, by and between the Company and Tina K.

Busch (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K dated December 8, 2025 (File No.

10.22 Second Amended and Restated Revolving Credit, Term Loan, Delayed Draw Term Loan and Security Agreement, dated as of June 13, 2025, by and among the borrowers party thereto, the Company and other guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, as Lender and Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2025 (File No.

10.23 Receivables Purchase and Financing Agreement, dated as of September 19, 2025, by and among ATI Securitization LLC, the Purchasers and Lenders from time to time party thereto, ATI Specialty Materials LLC, PNC Bank, National Association, as Administrative Agent and PNC Capital Markets LLC, as Structuring Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2025 (File No.

10.24 First Tier Purchase and Sale Agreement, dated as of September 19, 2025, between ATI Specialty Materials LLC, as Servicer, and ATI Securitization Holdings LLC (incorporated by reference to Exhibit 10.

2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2025 (File No.

10.25 Second Tier Purchase and Sale Agreement, dated as of September 19, 2025, between ATI Specialty Materials LLC, as Servicer, ATI Securitization Holdings LLC and ATI Securitization LLC (incorporated by reference to Exhibit 10.

3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2025 (File No.

19.1 Insider Trading Policy (filed herewith).

5 unchanged sentences

Section 1350 (filed herewith).

97.1 ATI Inc.

Executive Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023).

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

15 unchanged sentences

/s/ Kimberly A.

Fields /s/ Donald P.

Fields /s/ James Robert Foster

President and Chief Executive Officer

(Principal Executive Officer)

Executive Vice President, Finance and Chief Financial Officer

James Robert Foster

Senior Vice President, Finance and Chief Financial Officer

(Principal Financial Officer)

11 unchanged sentences

Brett Harvey /s/ Ruby Sharma

/s/ Elizabeth H.

Lund /s/ Jean Lydon-Rodgers

Jean Lydon-Rodgers

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

What changed 10-K

Item 9A. Controls and Procedures