Executive Chairman Wetherbee Robert S converted options into 362,644 shares, covered exercise/tax liability with 158,297 shares and was granted 185,276 shares (SEC Form 4)
$ATI
Steel/Iron Ore
Industrials
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ATI INC [ ATI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/05/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.10 per share | 01/05/2026 | M | 362,644 | A | $0.00(1) | 186,538.3409 | D | |||
| Common Stock, par value $0.10 per share | 01/05/2026 | F | 69,369(7) | D | $121.08(2) | 293,275.3409 | D | |||
| Common Stock, par value $0.10 per share | 01/05/2026 | A | 185,276(3) | A | $0.00(4) | 478,551.3409 | D | |||
| Common Stock, par value $0.10 per share | 01/05/2026 | F | 72,907(5) | D | $121.08(2) | 405,644.3409 | D | |||
| Common Stock, par value $0.10 per share | 01/05/2026 | F | 16,021(6) | D | $121.08(2) | 389,623.3409 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Unit | $0.00(1) | 01/05/2026 | M | 64,103 | 12/31/2026(1) | 12/31/2026(1) | Common Stock, par value $0.10 per share | 176,106 | $0.00(1) | 64,102 | D | ||||
| Explanation of Responses: |
| 1. Settlement of one-half of certain Performance Stock Units awarded in 2022 ("2022 Breakout Performance Units"), each of which represented a contingent right to receive shares of the Issuer's Common Stock if the Issuer's Common Stock achieved specified target market prices (based on a 20-trading day average) on the New York Stock Exchange ("NYSE") for at least 20 consecutive trading days (the "20-day Average Market Price") prior to December 31, 2025, up to a maximum of three shares per Unit. The shares underlying one-half of the 2022 Breakout Performance Units became payable as of January 5, 2026 following certification of the Issuer's achievement of the relevant performance criteria by the Compensation and Leadership Development Committee of the Company's Board of Directors (the "CLDC"). The remaining half of the 2022 Breakout Performance Units are scheduled by their terms to become payable in early 2027. |
| 2. Represents the average of the high and low trading prices for one share of the Issuer's Common Stock on the NYSE on January 5, 2026. |
| 3. Settlement of performance-vested restricted stock units that were granted in 2023, the vesting of which was contingent on the Issuer's total shareholder return relative to a specified peer group during the period from January 1, 2023 through December 31, 2025 (the "2023-2025 PSUs"). The shares underlying the 2023-2025 PSUs became payable as of January 5, 2026 following certification of the Issuer's achievement of the relevant performance criteria by the CLDC. |
| 4. Awarded under the Issuer's 2022 Incentive Plan. |
| 5. Shares withheld for the payment of taxes in connection with the settlement of the 2023-2025 PSUs. |
| 6. Shares withheld for payment of taxes on restricted stock units awarded in 2023, 2024 and 2025. |
| 7. Shares withheld for the payment of taxes in connection with the settlement of 2022 Breakout Performance Units. |
| /s/ Amanda J. Skov, Attorney-in-Fact for Robert S. Wetherbee | 01/07/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||