ATI INC
For the period ended Dec 28, 2025. Filed Feb 20, 2026.
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FY2025 · Filed Feb 20, 2026
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Item 15. Exhibits, Financial Statements and Financial Statement Schedules
(a) Financial Statements, Financial Statement Schedules and Exhibits:
(1) Financial Statements
The following consolidated financial statements and report are filed as part of this report under Item 8 – “Financial Statements and Supplementary Data”:
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm
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 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
The report of ATI’s independent registered public accounting firm (PCAOB ID:42) with respect to the above-referenced financial statements and their report on internal control over financial reporting are included in Item 8 and Item 9A of this Form 10-K. Their consent appears as Exhibit 23.1 of this Form 10-K.
(2) Financial Statement Schedules
All schedules set forth in the applicable accounting regulations of the Securities and Exchange Commission either are not required under the related instructions or are not applicable and, therefore, have been omitted.
(3) Exhibits
Exhibits required to be filed by Item 601 of Regulation S-K are listed below. Documents not designated as being incorporated herein by reference are filed herewith. The paragraph numbers correspond to the exhibit numbers designated in Item 601 of Regulation S-K.
EXHIBIT INDEX
| ExhibitNo. | Description |
| 3.1 | Certificate of Incorporation of Allegheny Technologies Incorporated, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-12001)). |
| 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. 1-12001). |
| 3.3 | Fifth 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 21, 2025 (File No. 1-12001)). |
| 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. 1-2001)). |
| 4.2 | Form of 5.875% Senior Note due 2027 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated November 22, 2019 (File No. 1-12001)). |
| 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. 1-12001)). |
| 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. 1-12001)) |
| 4.5 | First Supplemental Indenture, dated as of September 9, 2021, by and between Allegheny Technologies Incorporated and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated September 14, 2021 (File No. 1-12001)) |
| 4.6 | Form of 4.875% Senior Note due 2029 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated September 14, 2021 (File No. 1-12001)) |
| 4.7 | Form of 5.125% Senior Note due 2031 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated September 14, 2021 (File No. 1-12001)) |
| 4.8 | Second Supplemental Indenture, dated August 11, 2023, between ATI Inc. and Computershare Trust Company, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated August 11, 2023) (File No. 1-12001)) |
| 4.9 | Form of 7.25% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated August 11, 2023) (File No. 1-12001)) |
| 4.10 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.13 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 1-12001)). |
| 10.1 | Allegheny Technologies Incorporated Fee Continuation Plan for Non-Employee Directors, as amended (incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 1-12001)).* |
| ExhibitNo. | Description |
| 10.2 | Allegheny Technologies Incorporated Benefit Restoration Plan, as amended (incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-12001)).* |
| 10.3 | Amendment to the Allegheny Technologies Incorporated Pension Plan effective January 1, 2003 (incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 1-12001)).* |
| 10.4 | Form of Change in Control Severance Agreement (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated December 10, 2019 (File No. 1-12001)).* |
| 10.5 | Allegheny Technologies Incorporated Defined Contribution Restoration Plan, as amended and restated as of January 1, 2015 (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (File No. 1-12001)).* |
| 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 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. 1-12001)* |
| 10.8 | ATI Inc. 2022 Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on March 25, 2022 (File No 1-12001)). |
| 10.9 | Form of 2023 Time-Vested Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10,12 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 (File No. 1-12001))* |
| 10.10 | Form of 2023 Performance-Vested Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10,13 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 (File No. 1-12001))* |
| 10.11 | Form of 2024 Time-Vested Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023)* |
| 10.12 | Form of 2024 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, 2023)* |
| 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 10.18 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)* |
| 10.18 | Form of 2026 Performance-Vested Restricted Stock Unit Agreement (filed herewith)* |
| 10.19 | Retirement, Transition and Release Agreement, dated as of January 8, 2024, by and between the Company and Elliot S. Davis (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated January 10, 2024 (File No. 1-12002))* |
| 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. 1-12002)) |
| 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. 1-12002)) |
| 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. 1-12001)). |
| 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. 1-12001)). |
| 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. 1-12001)). |
| ExhibitNo. | Description |
| 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. 1-12001)). |
| 19.1 | Insider Trading Policy (filed herewith). |
| 21.1 | Subsidiaries of the Registrant (filed herewith). |
| 23.1 | Consent of Ernst & Young LLP (filed herewith). |
| 31.1 | Certification of Chief Executive Officer required by Securities and Exchange Commission Rule 13a-14(a) or 15d-14(a) (filed herewith). |
| 31.2 | Certification of Principal Financial Officer required by Securities and Exchange Commission Rule 13a-14(a) or 15d-14(a) (filed herewith). |
| 32.1 | Certification pursuant to 18 U.S.C. 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. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
*Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this Report.
Certain instruments defining the rights of holders of long-term debt of the Company and its subsidiaries have been omitted from the Exhibits in accordance with Item 601(b)(4)(iii) of Regulation S-K. A copy of any omitted document will be furnished to the Commission upon request.
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