ATI INC

PART I. FINANCIAL INFORMATION

Consolidated Balance Sheets

(In millions, except share and per share amounts)

(Current period unaudited)

Consolidated Statements of Operations

(In millions, except per share amounts)

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Cash Flows

Statements of Changes in Consolidated Equity

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

Note 1. Accounting Policies

The interim consolidated financial statements include the accounts of ATI Inc. and its subsidiaries. Unless the context requires otherwise, “ATI” and “the Company” refer to ATI Inc. and its subsidiaries.

The Company follows a 4-4-5 or 5-4-4 fiscal calendar, whereby each fiscal quarter consists of thirteen weeks grouped into two four-week months and one five-week month, and its fiscal year ends on the Sunday closest to December 31. Unless otherwise stated, references to years and quarters in this Quarterly Report on Form 10-Q relate to fiscal years and quarters, rather than calendar years and quarters.

These unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by U.S. generally accepted accounting principles for complete financial statements. In management’s opinion, all adjustments (which include only normal recurring adjustments) considered necessary for a fair presentation have been included. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2025 Annual Report on Form 10-K. The results of operations for these interim periods are not necessarily indicative of the operating results for any future period. The December 28, 2025 financial information has been derived from the Company’s audited consolidated financial statements.

Pending Accounting Pronouncements

In November 2024, the FASB issued new accounting guidance related to expense disaggregation disclosures. This guidance requires entities to disclose specified information about certain costs and expenses including (1) the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization, (2) include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the other disaggregation requirements, (3) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and (4) the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. This new guidance for annual disclosures will be effective for the Company for fiscal year 2027 and for interim disclosures will be effective for the Company for fiscal year 2028. The guidance can be applied prospectively or retrospectively and early adoption is 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.

Reclassifications

The Company reclassified certain prior period amounts in its unaudited consolidated balance sheets to conform to our current period presentation. Specifically, we have reclassified certain amounts in “Other current liabilities” to “Accrued liabilities”. This reclassification has no impact on total liabilities or cash flows.

Note 2. Revenue from Contracts with Customers

Disaggregation of Revenue

The Company operates intwo business segments: High Performance Materials & Components (HPMC) and Advanced Alloys & Solutions (AA&S). Revenue is disaggregated within thesetwo business segments by diversified global markets, primary geographical markets and diversified products. Comparative information regarding the Company’s overall revenues by global and geographical markets for the quarters and year-to-date periods ended June 28, 2026 and June 29, 2025 is included in the following tables.

Comparative information regarding the Company’s major products based on their percentages of sales is included in the following table. Hot-Rolling and Processing Facility (HRPF) conversion service sales in the AA&S segment are excluded from this presentation.

The Company maintained a backlog of confirmed orders totaling $4.4 billion and $3.7 billion at June 28, 2026 and June 29, 2025, respectively. Due to the structure of the Company’s long-term agreements, approximately 70% of this backlog at June 28, 2026 represented booked orders with performance obligations that will be satisfied within the next 12 months. The backlog does not reflect any elements of variable consideration.

Accounts Receivable

As of June 28, 2026 and December 28, 2025, gross accounts receivable from customers were $650.8 million and $690.3 million, respectively. The following represents the rollforward of accounts receivable - reserve for doubtful accounts for the year-to-date periods ended June 28, 2026 and June 29, 2025:

Contract Balances

The following represents the rollforward of contract assets and liabilities for the year-to-date periods ended June 28, 2026 and June 29, 2025:

(a) Long-term contract liabilities are included in other long-term liabilities on the consolidated balance sheets.

Contract costs for obtaining and fulfilling a contract were $16.2 million and $15.6 million as of June 28, 2026 and December 28, 2025, respectively, and are reported in other long-term assets on the consolidated balance sheet. Contract cost amortization expense for the quarter and year-to-date periods ended June 28, 2026 was $0.5 million and $1.0 million, respectively. Contract cost amortization expense for the quarter and year-to-date period ended June 29, 2025 was $0.7 million and $0.9 million, respectively.

Note 3. Inventories

Inventories at June 28, 2026 and December 28, 2025 were as follows:

Inventories are stated at the lower of cost (first-in, first-out (FIFO) and average cost methods) or net realizable value.

Note 4. Property, Plant and Equipment

Property, plant and equipment at June 28, 2026 and December 28, 2025 was as follows:

The construction in progress portion of property, plant and equipment at June 28, 2026 and December 28, 2025 was $356.2 million and $359.4 million, respectively. Capital expenditures on the consolidated statement of cash flows for the quarters ended June 28, 2026 and June 29, 2025 exclude $37.7 million and $15.6 million, respectively, of accrued capital expenditures that were included in property, plant and equipment at June 28, 2026 and June 29, 2025, respectively.

Note 5. Divestitures

During the second quarter of 2026, the Company completed the sale of a previously closed manufacturing facility, which was part of the AA&S Segment. A $9.9 million gain on the sale of the facility is reported in gain/loss on asset sales and sales of businesses, net, on the consolidated statement of operations for the quarter and year-to-date period ended June 28, 2026. The Company received proceeds, net of transaction costs, from the sale of $9.8 million during the third quarter of 2026.

During the first quarter of 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 sale of these operations is reported in gain/loss on asset sales and sales of businesses, net, on the consolidated statement of operations for the year-to-date period ended June 29, 2025, and is excluded from segment results. The Company received proceeds, net of transaction costs, of $5.0 million during fiscal year 2025. As of December 28, 2025, the Company expected to receive additional proceeds of $4.9 million, of which, $1.6 million was received during the year-to-date period ended June 28, 2026. These proceeds are reported as an investing activity on the consolidated statement of cash flows.

Note 6. Joint Ventures

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 statements of operations as net income attributable to noncontrolling interests, and as equity attributable to the noncontrolling interests within total stockholders’ equity.

Majority-Owned Joint Venture

STAL:

The Company has a 60% interest in the Chinese joint venture known as STAL. 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 June 28, 2026 and December 28, 2025 were $102.3 million and $97.6 million, respectively.

Note 7. Supplemental Financial Statement Information

Other income, net for the quarters ended June 28, 2026 and June 29, 2025 was as follows:

Restructuring

The Company recognized restructuring charges of $3.9 million and $10.9 million in the quarter and year-to-date periods ended June 28, 2026, respectively, related to the rationalization of certain domestic facilities in the HPMC segment. On a year-to-date basis, these charges included $4.5 million of severance-related charges for approximately 100 employees, $4.1 million of impairment charges for equipment and leases, and $2.3 million of other related costs. These amounts are presented as restructuring charges in the consolidated statements of operations and are excluded from segment results. Additionally, the $2.0 million restructuring reserve balance at June 28, 2026 is recorded in accrued liabilities on the consolidated balance sheet.

During the quarter and year-to-date periods ended June 29, 2025, the Company derecognized $1.3 million of severance-related reserves for approximately 40 employees associated with a previous restructuring in the AA&S segment.

Restructuring reserves for severance cost activity is as follows:

Supplier Financing

The Company participates in supplier financing programs with a financial institution to offer its suppliers the option for access to payment in advance of an invoice due date. Under such programs, this financial institution provides early payment to suppliers at their request for invoices that ATI has confirmed as valid at a predetermined discount rate commensurate with the creditworthiness of ATI. As of June 28, 2026 and December 28, 2025, the Company had $101.1 million and $52.8 million, respectively, reported in accounts payable on the consolidated balance sheets under such programs.

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 athree-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 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.

During the quarterly period ended June 28, 2026, ATI Securitization sold $20.0 million of accounts receivable in exchange for $20.0 million of cash and also collected $20.0 million of accounts receivable transferred to ATI Securitization under the Receivables Facility. During the year-to-date period ended June 28, 2026, ATI Securitization sold $60.0 million of accounts receivable in exchange for $60.0 million of cash, and collected $20.0 million of accounts receivables transferred to ATI Securitization under the Receivables Facility. For the quarter and year-to-date periods ended June 28, 2026, the Company recorded a $1.3 million and $2.3 million charges, respectively, associated with the sales of the accounts receivable within selling and administrative expenses on its consolidated statement of operations, which is excluded from segment results. As of June 28, 2026, the Company has utilized $120 million of the maximum aggregate funding available under the Receivables Facility.

There wereno borrowings under the Receivables Facility during the year-to-date period ended June 29, 2025.

Other Customer Receivable Sales

In the second quarter and year-to-date periods ended June 28, 2026 , the Company sold $118.7 million and $250.4 million, respectively, of certain customers’ accounts receivable through programs established by those customers with third-party financial institutions. In the second quarter and year-to-date period ended June 29, 2025, the Company sold $91.5 million and $164.1 million, respectively, of certain customers’ accounts receivable through the same or similar programs. These customers have extended payment terms and provide the programs to enable suppliers to receive more timely payments. The Company has no continuing involvement with the receivables sold under these programs, including no servicing requirement. The proceeds from these transactions are presented as changes in receivables within operating activities in the consolidated statement of cash flows. The losses associated with these transactions of $1.3 million and $2.7 million for the quarter and year-to-date periods ended June 28, 2026, respectively, and $1.3 million and $2.7 million for the quarter and year-to-date periods ended June 29, 2025, respectively, are reflected in the Company’s consolidated statements of operations and are excluded from segment results.

Note 8. Debt

Debt at June 28, 2026 and December 28, 2025 was as follows:

2033 Senior Notes

On June 3, 2026, the Company issued $450 million in aggregate principal amount of 5.875% Senior Notes due 2033 (2033 Notes). Interest on the 2033 Notes is payable semi-annually in arrears at a rate of 5.875% per year. The 2033 Notes mature on June 15, 2033. The 2033 Notes are unsecured and unsubordinated obligations of the Company and equally ranked with all its existing and future senior unsecured debt. The 2033 Notes restrict the Company’s ability to incur certain liens, enter into sale leaseback transactions, guarantee certain indebtedness or consolidate with or merge into another entity or sell, transfer or lease all, or substantially all, of its assets.

The Company received proceeds of $443.1 million from the issuance of the 2033 Notes, which were net of $6.9 million of underwriting fees and other third-party expenses. These debt issuance costs were recorded as a reduction to the carrying value of the debt and will be amortized over the 7-year term of the 2033 Notes.

Prior to June 15, 2029, the Company has the option to redeem the 2033 Notes, as a whole or in part, at any time or from time to time, at redemption prices specified in the 2033 Notes. The 2033 Notes are subject to redemption upon the occurrence of a change in control repurchase event (as defined in the 2033 Notes) at a redemption price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus any accrued and unpaid interest on the 2033 Notes repurchased.

2027 Senior Notes

On June 8, 2026, the Company exercised its right to redeem the entire outstanding $350 million in aggregate principal amount of its 5.875% Notes due 2027 (2027 Notes), and The Bank of New York Mellon, as trustee, issued a notice of redemption to registered holders of the 2027 Notes. The 2027 Notes were fully redeemed on July 8, 2026 using a portion of the proceeds from the sale of the Company's 2033 Notes. As of June 28, 2026, the outstanding balance of the 2027 Notes, net of unamortized debt issuance costs have been classified as current liabilities on the consolidated balance sheets. Refer to Note 17 – Subsequent Events for further discussion and detail on the redemption of the 2027 Notes.

Revolving Credit Facility

The Company's amended Asset Based Lending (ABL) Credit Facility, which is collateralized by the accounts receivable and inventory of the Company’s operations, consists of a $200 million term loan (Term Loan) and a $600 million revolving credit facility, which includes a letter of credit sub-facility of up to $200 million and a swing loan facility of up to $60 million. Through June 13, 2026 and as long as no default or event of default had occurred and was continuing, the Company had the ability to borrow an additional term loan of up to $100 million in total, using one or two draws (the Delayed-Draw Term Loan), which the Company did not exercise. The Term Loan bears interest at a rate of 2.0% above the adjusted Secured Overnight Financing Rate (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 in the maximum amount available 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 ABL term runs through June of 2030.

The applicable interest rate for revolving credit borrowings under the ABL 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 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 Term Loan balance, or (ii) $60.0 million. The Company was in compliance with the fixed charge coverage ratio as of June 28, 2026. Additionally, the Company must demonstrate minimum liquidity specified by the facility during the 90-day period immediately preceding the stated maturity date of its 4.875% Senior Notes due 2029,7.25% Senior Notes due 2030 and 5.125% Senior Notes due 2031. 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 Term Loan balance.

As of June 28, 2026, there wereno outstanding borrowings under the revolving portion of the ABL facility, and $29.3 million was utilized to support the issuance of letters of credit. There were average revolving credit borrowings of $65.9 million and $64.0 million for the quarter and year-to-date periods June 28, 2026, respectively, bearing an average annual interest rate of 5.0% and 5.2%, respectively, under the ABL facility. There wereno revolving credit borrowings under the ABL facility as of June 29, 2025. The Company also has foreign credit facilities, primarily in China, that total $75.4 million based on June 28, 2026 foreign exchange rates, $2.7 million of which was drawn as of June 28, 2026. There wereno amounts drawn under foreign credit facilities as of December 28, 2025.

Note 9. Derivative Financial Instruments and Hedging

As part of its risk management strategy, the Company, from time-to-time, utilizes derivative financial instruments to manage its exposure to changes in raw material prices, energy costs, foreign currencies, and interest rates. In accordance with applicable accounting standards, the Company accounts for most of these contracts as hedges.

The Company sometimes uses futures and swap contracts to manage exposure to changes in prices for forecasted purchases of raw materials, such as nickel, and natural gas. Under these contracts, which are generally accounted for as cash flow hedges, the price of the item being hedged is fixed at the time that the contract is entered into, and the Company is obligated to make or entitled to receive a payment equal to the net change between this fixed price and the market price at the date the contract matures.

The majority of ATI’s products are sold under contractual arrangements that include raw material surcharges and index mechanisms. However, as of June 28, 2026, 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 4 million pounds of nickel with hedge dates through 2027. The aggregate notional amount hedged is approximately 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 Metal Exchange (LME) index for nickel, as well as to hedge the variability of the purchase cost of nickel based on this LME index. Any gain or loss associated with these hedging arrangements is included in sales or cost of sales, depending on whether the underlying risk being hedged is the variable selling price or the variable raw material cost, respectively.

At June 28, 2026, the outstanding financial derivatives used to hedge the Company’s exposure to energy cost volatility consisted of natural gas cost hedges. At June 28, 2026, the Company hedged approximately 70% of its forecasted domestic requirements for natural gas for the remainder of 2026 and approximately 40% for 2027.

While most of the Company’s direct export sales are transacted in U.S. dollars, it uses foreign currency exchange contracts, from time-to-time, to limit transactional exposure to changes in currency exchange rates for those transactions denominated in a non-U.S. currency. The Company sometimes purchases foreign currency forward contracts that permit it to sell specified amounts of foreign currencies it expects to receive from its export sales for pre-established U.S. dollar amounts at specified dates. In addition, the Company may also hedge forecasted capital expenditures and designate cash balances held in foreign currencies as hedges of forecasted foreign currency transactions. At June 28, 2026, the Company had no material outstanding foreign currency forward contracts.

The Company may enter into derivative interest rate contracts to maintain a reasonable balance between fixed- and floating-rate debt. There were no outstanding derivative interest rate contracts at June 28, 2026.

There are no credit risk-related contingent features in the Company’s derivative contracts, and the contracts contain no provisions under which the Company has posted, or would be required to post, collateral. The counterparties to the Company’s derivative contracts are substantial and creditworthy commercial banks that are recognized market makers. The Company controls its credit exposure by diversifying across multiple counterparties and by monitoring credit ratings and credit default swap spreads of its counterparties. The Company also enters into master netting agreements with counterparties when possible.

The fair values of the Company’s derivative financial instruments are presented below, representing the gross amounts recognized which are not offset by counterparty or by type of item hedged. All fair values for these derivatives were measured using Level 2 information as defined by the accounting standard hierarchy, which includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs derived principally from or corroborated by observable market data.

For derivative financial instruments that are designated as cash flow hedges, the gain or loss on the derivative is reported as a component of other comprehensive income (OCI) and reclassified into earnings in the same period or periods during which the hedged item affects earnings. For derivative financial instruments that are designated as fair value hedges, changes in the fair value of these derivatives are recognized in current period results. There were no outstanding fair value hedges as of June 28, 2026. The cash flow impact for all derivative financial instruments is reported in cash flows provided by operating activities on the consolidated statement of cash flows. The Company did not use net investment hedges for the periods presented. The effects of derivative instruments in the tables below are presented net of related income taxes, excluding any impacts of changes to income tax valuation allowances affecting results of operations or other comprehensive income, when applicable (see Note 15 for further explanation).

Assuming market prices remain constant with those at June 28, 2026, a pre-tax loss of $4.0 million is expected to be recognized over the next 12 months.

Activity for derivatives designated as cash flow hedges for the quarters and year-to-date periods ended June 28, 2026 and June 29, 2025 was as follows:

(a)The gains (losses) reclassified from accumulated OCI into income related to the derivatives, with the exception of any interest rate swaps, are presented in sales and cost of sales in the same period or periods in which the hedged item affects earnings. The gains (losses) reclassified from accumulated OCI into income on the interest rate swap are presented in interest expense in the same period as the interest expense on the Term Loan is recognized in earnings.

The disclosures of gains or losses presented above for nickel and other raw material contracts and foreign currency contracts do not consider the anticipated underlying transactions. Since these derivative contracts represent hedges, the net effect of any gain or loss on results of operations may be fully or partially offset.

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. The Company didnot recognize any expense for the quarter ended June 28, 2026, and the Company recognized $1.0 million of expense, net for settled foreign currency forward contracts that were not designated as hedges during the year-to-date period ended June 28, 2026. The Company recognized $1.1 million and 2.9 million of income, net, during the second quarter and year-to-date periods ended June 29, 2025, respectively, which offset foreign currency gains/losses in the relevant currency. We have no significant outstanding hedges that are not designated as of June 28, 2026.

Note 10. Fair Value of Financial Instruments

The estimated fair value of financial instruments at June 28, 2026 was as follows:

The estimated fair value of financial instruments at December 28, 2025 was as follows:

(a)The total carrying amount for debt for both periods excludes debt issuance costs related to the recognized debt liability which is presented in the consolidated balance sheet as a direct reduction from the carrying amount of the debt liability.

In accordance with accounting standards, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards established three levels of a fair value hierarchy that prioritize the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period.

The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:

Cash and cash equivalents: Fair value was determined using Level 1 information.

Derivative financial instruments: Fair values for derivatives were measured using exchange-traded prices for the hedged items. The fair value was determined using Level 2 information, including consideration of counterparty risk and the Company’s credit risk.

Short-term and long-term debt: The fair values of the Company’s publicly traded debt were based on Level 1 information. The fair values of the other short-term and long-term debt were determined using Level 2 information.

Note 11. Business Segments

The Company operates undertwo business segments: HPMC and AA&S. ATI’s Chief Operating Decision Maker (CODM) is its President and Chief Executive Officer. Segment EBITDA, the Company’s segment operating measure, is used by the CODM to assess segment operating performance and to determine the allocation of resources. Segment EBITDA as a percentage of segment revenues is utilized to assess the profitability of each segment and whether the Company’s strategies are resulting in margin expansion and expected operating performance improvements. The measure of segment EBITDA excludes net interest expense, income taxes, depreciation and amortization, goodwill impairment charges, debt extinguishment charges, corporate expenses, closed operations and other income (expense), restructuring and other credits/charges, gains or losses on the sale of accounts receivables, strike related costs, long-lived asset impairments, pension remeasurement gains and losses, other postretirement/pension curtailment and settlement gains and losses, and gains or losses on sales of businesses. Management believes segment EBITDA, as defined, provides an appropriate measure of controllable operating results at the business segment level. Following is certain financial information with respect to the Company’s business segments for the periods indicated:

(1) The CODM is regularly provided with allocated corporate overhead and segment EBITDA, which is used to assess operating performance. Therefore, the significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown.

(2) Other segment items for each reportable segment include: cost of sales, general and administrative expenses, and gain/loss on asset sales. General & administrative expenses consist of non-manufacturing payroll and benefits, office expenses, professional service and legal expenses, occupancy expenses including rent and lease expense, and travel expense.

Total international sales for the second quarter and year-to-date periods ended June 28, 2026 were $463.8 million and $922.8 million, respectively, and $490.0 million and $990.6 million for the second quarter and year-to-date period ended June 29, 2025, respectively. Of these amounts, sales by operations in the U.S. to customers in other countries for the second quarter and year-to-date period ended June 28, 2026 were $362.7 million and $738.0 million, respectively, and $393.4 million and $808.3 million for the second quarter and year-to-date period ended June 29, 2025, respectively.

Restructuring and other charges of $23.6 million for the quarter ended June 28, 2026 include $10.1 million of start-up and transaction-related costs, $3.9 million of restructuring-related severance, impairment, and other costs, $7.0 million of transformation-related costs, and $2.6 million of losses on the sale of accounts receivable, which are included within selling and administrative expenses on the consolidated statements of operations. Restructuring and other charges of $50.0 million for the year-to-date period ended June 28, 2026 include $21.2 million of start-up and transaction-related costs and $1.1 million of restructuring-related impairment costs, which are primarily included within cost of sales on the consolidated statements of operations, $10.9 million of restructuring-related severance, impairment, and other costs, $11.8 million of transformation-related costs, and $5.0 million of losses on the sale of accounts receivable, which are included within selling and administrative expenses on the consolidated statements of operations.

Restructuring and other charges of $7.4 million for the quarter ended June 29, 2025 include $7.1 millionof start-up and transaction-related costs, which are included within cost of sales on the consolidated statements of operations. These charges also include $1.6 million of losses on the sale of accounts receivables, which are included within selling and administrative expenses on the consolidated statements of operations. These charges were partially offset by credits of $1.3 million due to a reduction in severance-related reserves for a previous restructuring in the AA&S segment. Restructuring and other charges of $13 million for the year-to-date period ended June 29, 2025 include $11.1 million of start-up and transaction related costs, which are included within cost of sales on the consolidated statements of operations and $3.2 million of losses on the sale of accounts receivable, which are included within selling and administrative expenses on the consolidated statements of operations. These charges were partially offset by credits of $1.3 million due to a reduction in severance-related reserves for a previous restructuring in the AA&S segment.

Certain additional information regarding the Company’s business segments is presented below:

Note 12. Retirement Benefits

The Company has defined contribution retirement plans or defined benefit pension plans covering substantially all employees. Company contributions to defined contribution retirement plans are generally based on either a percentage of eligible pay or on hours worked. Benefits under the defined benefit pension plans are generally based on years of service and/or final average pay. The Company funds the U.S. pension plans in accordance with the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended. The Company also sponsors several postretirement plans covering certain collectively bargained salaried and hourly employees. The plans provide health care and life insurance benefits for eligible retirees. In most retiree health care plans, Company contributions towards premiums are capped based on the cost as of a certain date, thereby creating a defined contribution. All defined benefit pension and retiree health care plans are closed to new entrants.

For the quarters ended June 28, 2026 and June 29, 2025, the components of pension and other postretirement benefit expense for the Company’s defined benefit plans included the following:

For the year-to-date periods ended June 28, 2026 and June 29, 2025, the components of pension and other postretirement benefit expense for the Company’s defined benefit plans included the following (in millions):

Note 13. Income Taxes

For the quarter and year-to-date periods ended June 28, 2026, the Company’s effective tax rate was 20.0% and 16.6%, respectively, resulting in an income tax provision of $38.6 million and $54.7 million, respectively. For the quarter and year-to-date periods ended June 29, 2025, the Company’s effective tax rate was 22% and 19.7%, respectively, resulting in an income tax provision of $29.3 million and $50.3 million, respectively. The effective tax rate for the quarter ended June 28, 2026 included discrete tax benefits of $1.2 million, and the effective tax rate for the year-to-date period ended June 28, 2026 included discrete tax benefits of $13.0 million, primarily related to share-based compensation for both periods. The effective tax rate for the quarter and year-to-date periods ended June 29, 2025 included discrete tax expense of $0.6 million and discrete tax benefits $4.5 million, respectively.

On July 4, 2025, the One Big Beautiful Bill Act, which includes permanent extensions of most expiring Tax Cuts and Jobs Act provisions and international tax changes, was enacted. Pursuant to ASC 740, Income Taxes, the effects of changes in tax law are recognized in the period of enactment, the impact of which are not material and are reflected in the Company’s effective tax rate in the quarter. The Company anticipates that the impacts related to the tax law changes will be favorable to future years’ cash tax payments due to changes in bonus depreciation, domestic research expensing and certain international provisions.

Note 14. Per Share Information

The following table sets forth the computation of basic and diluted income per common share:

Periodically, the Company’s Board of Directors authorizes the repurchase of ATI common stock (the Share Repurchase Program), most recently authorizing the repurchase of up to $700 million, as announced in September 2024, and an additional $500 million, as announced in February 2026. 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. In the quarter and year-to-date periods ended June 28, 2026, ATI used $50.0 million and $125.0 million to repurchase 0.3 million shares and 0.8 million shares, respectively, of its common stock under the Share Repurchase Program. At June 28, 2026, the Company has utilized all of the $700 million in repurchase authority announced in September 2024, and $5 million of the $500 million in repurchase authority announced in February 2026. As of June 28, 2026, total share repurchase authorization remaining under the Company’s active Share Repurchase Program was $495 million. In the quarter and year-to-date period ended June 29, 2025, ATI used $250.0 million and $320.0 million to repurchase 3.2 million and 4.4 million, respectively, of its common stock under the Share Repurchase Program.

The Company’s share repurchases are subject to a 1% excise tax due to the Inflation Reduction Act of 2022. Excise taxes incurred on share repurchases represent direct costs of the repurchase and are recorded as part of the cost basis of the shares within treasury stock.

Note 15. Accumulated Other Comprehensive Income (Loss)

The changes in AOCI by component, net of tax, for the quarter ended June 28, 2026 were as follows:

The changes in AOCI by component, net of tax, for the year-to-date period ended June 28, 2026 were as follows:

(a)Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 12).

(b)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 9).

The changes in AOCI by component, net of tax, for the quarter ended June 29, 2025 were as follows:

The changes in AOCI by component, net of tax, for the year-to-date period ended June 29, 2025 were as follows:

(a)Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 12).

(b)Amounts were included in gain/loss of asset sales and sales of businesses, net, as part of the loss on sale of the Birmingham, UK and Dusseldorf, Germany operations (see Note 5).

(c)No amounts were reclassified to earnings.

(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 9).

Other comprehensive income (loss) amounts (OCI) reported above by category are net of applicable income tax expense (benefit) for each period presented. Income tax expense (benefit) on OCI items is recorded as a change in a deferred tax asset or liability. Amounts recognized in OCI include the impact of any deferred tax asset valuation allowances, when applicable. Foreign currency translation adjustments, including those pertaining to noncontrolling interests, are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries.

Reclassifications out of AOCI for the quarter and year-to-date periods ended June 28, 2026 and June 29, 2025 were as follows:

(a)Amounts are reported in nonoperating retirement benefit expense (see Note 12).

(b)Amounts in 2025 were included in gain/loss on asset sales and sales of businesses, net, as part of the loss on sale of the Birmingham, UK and Dusseldorf, Germany operations (see Note 5).

(c)Amounts related to derivatives are included in sales or cost of goods sold in the period or periods the hedged item affects earnings.

(d)For pre-tax items, positive amounts are income and negative amounts are expense in terms of the impact to net income. Tax effects are presented in conformity with ATI’s presentation in the consolidated statements of operations.

(e)These amounts exclude the impact of any deferred tax asset valuation allowances, when applicable.

Note 16. Commitments and Contingencies

The Company is subject to various domestic and international environmental laws and regulations that govern the discharge of pollutants and disposal of wastes, and which may require that it investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations. The Company could incur substantial cleanup costs, fines, and civil or criminal sanctions, third party property damage or personal injury claims as a result of violations or liabilities under these laws or noncompliance with environmental permits required at its facilities. The Company is currently involved in the investigation and remediation of a number of its current and former sites, as well as third party sites.

Environmental liabilities are recorded when the Company’s liability is probable and the costs are reasonably estimable. In many cases, however, the Company is not able to determine whether it is liable or, if liability is probable, to reasonably estimate the loss or range of loss. Estimates of the Company’s liability remain subject to additional uncertainties, including the nature and extent of site contamination, available remediation alternatives, the extent of corrective actions that may be required, and the number, participation, and financial condition of other potentially responsible parties (PRPs). The Company adjusts its accruals to reflect new information as appropriate. Future adjustments could have a material adverse effect on the Company’s consolidated results of operations in a given period, but the Company cannot reliably predict the amounts of such future adjustments.

At June 28, 2026, the Company’s reserves for environmental remediation obligations totaled approximately $15 million, of which $7 million was included in other current liabilities. The reserve includes estimated probable future costs of $3 million for federal Superfund and comparable state-managed sites; $6 million for formerly owned or operated sites for which the Company has remediation or indemnification obligations; and $6 million for owned or controlled sites at which Company operations have been or plan to be discontinued. The timing of expenditures depends on a number of factors that vary by site. The Company expects that it will expend present accruals over many years and that remediation of all sites with which it has been identified will be completed within thirty years. The Company continues to evaluate whether it may be able to recover a portion of past and future costs for environmental liabilities from third parties and to pursue such recoveries where appropriate.

Based on currently available information, it is reasonably possible that costs for recorded matters may exceed the Company’s recorded reserves by as much as $21 million. Future investigation or remediation activities may result in the discovery of additional hazardous materials or potentially higher levels of contamination than discovered during prior investigation and may impact costs associated with the success or lack thereof in remedial solutions. Therefore, future developments, administrative actions or liabilities relating to environmental matters could have a material adverse effect on the Company’s consolidated financial condition or results of operations and cash flows.

A number of other lawsuits, claims and proceedings have been or may be asserted against the Company relating to the conduct of its currently and formerly owned businesses, including those pertaining to product liability, environmental, health and safety matters and occupational disease (including as each relates to alleged asbestos exposure), as well as patent infringement, commercial, government contracting, construction, employment, employee and retiree benefits, taxes, environmental, and stockholder and corporate governance matters. While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial condition or liquidity, although the resolution in any reporting period of one or more of these matters could have a material adverse effect on the Company’s consolidated results of operations for that period.

The Company received employee retention tax credits under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) during the fiscal year ended December 31, 2022. Due to the complex nature of the employee retention credit computations, the Company deferred recognition of a portion of the tax credits pending the completion of any potential audit or examination, or the expiration of the related statute of limitations. During the year-to-date period ended June 28, 2026, the Company did not recognize a benefit related to these credits. As of June 28, 2026, The Company has approximately $5 million of remaining deferred retention tax credits with statute of limitations expirations in 2028.

In August 2024, the Company received notice that it and certain of its affiliates are parties totwo lawsuits captioned (1)William L. Schoen, Mary J. Nesbit, Robin L. Rosewicz, George E. Poole and James E. Swartz, Jr., individually and as representatives of a class of participants and beneficiaries of the Allegheny Technologies Incorporated Pension Plan v. ATI Inc., The Allegheny Technologies Incorporated Pension Plan Administrative Committee, State Street Global Advisors Trust Co., and John Does 1-5 (Case No. 2:24-cv-01109) and (2) John Souza and Karen Souza, individually and as representatives on behalf of a class of similarly situated persons v. ATI Inc. and State Street Global Advisors Trust Co. (Case No. 2:24-cv-01214), both of which are filed in federal district court for the Western District of Pennsylvania (the Court). These lawsuits, which were consolidated in late 2024, assert various claims associated with the Company’s October 2023 purchase of group annuity contracts to transfer a portion of its U.S. 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 in January 2025. Following an August 2025 hearing on the Motion to Dismiss, the magistrate judge overseeing the Motion issued a report recommending that all of the plaintiffs’ claims be dismissed for lack of standing. On July 27, 2026, the Court granted the Company's Motion to Dismiss. In the event the plaintiffs challenge the grant of the Motion to Dismiss, the Company disputes and intends to vigorously defend against these claims but cannot predict their outcome or estimate any range of reasonably possible loss at this time.

Note 17. Subsequent Events

On July 8, 2026, using a portion of the cash proceeds from the issuance of the 2033 Notes, the Company redeemed the entire outstanding $350 million aggregate principal amount of its 5.875% 2027 Notes and paid the related accrued interest on the redeemed Notes. The Company incurred debt extinguishment costs of approximately $1.2 million associated with the write-off of the related unamortized debt issuance costs.