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ATI INC

For the period ended Sep 27, 2026. Filed Oct 29, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 27, 2026 · Filed Oct 29, 2026

ATI$175.79+4.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-28; filed 2026-08-06.

0001628280-26-054233

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-27; filed 2026-10-29.

0001628280-26-068145

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 103 previous paragraphs and 115 current paragraphs.

49 unchanged; 47 reworded; 7 added; 6 removed; 1 previous and 12 current paragraphs rearranged.

Tables are not compared: 15 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (7)

Current report

Selling and administrative expenses for the third quarter 2026 were $107.7 million, an increase of 13.8% compared to $94.6 million for the third quarter 2025. The increase was due to higher compensation costs, professional fees, and transformation and transaction-related costs. Third quarter 2026 and third quarter 2025 include $9.4 million and $3.8 million of transformation and transaction-related costs, respectively.

Current report

The gain on asset sales and sales of businesses, net of $0.3 million during the quarter ended September 27, 2026 was primarily attributable to the sale of certain immaterial fixed assets. Third quarter 2025 included a gain on asset sales and sales of businesses net of $1.3 million, primarily for a $1.1 million gain on the sale of an immaterial, non-core operation that was part of the HPMC segment.

Current report

Our third quarter 2026 effective tax rate was 21.0%, which was relatively unchanged from our effective tax rate for the third quarter 2025 of 21.4%. The effective tax rate for the third quarter of 2026 includes discrete tax benefits of $0.8 million, primarily for the release of a foreign valuation allowance, while the effective tax rate for the third quarter of 2025 includes discrete tax expense of $2.8 million, primarily related to return-to-provision adjustments for limitations of permanent benefits due to decreased taxable income.

Current report

Segment EBITDA in the year-to-date period ended September 27, 2026 increased to $473.7 million, or 24.0% of total sales, compared to $420.8 million, or 23.4% of total sales, for the year-to-date period ended September 28, 2025. The increase in segment EBITDA margin rate was primarily due to favorable pricing and mix, partially offset by higher manufacturing and period, including costs associated with transitioning a new nickel-based superalloy into commercial production and inefficiencies related to capacity expansion projects.

Current report

Segment EBITDA was $181.3 million, or 25.8% of sales, for the third quarter 2026, compared to segment EBITDA of $90.4 million, or 17.3% of sales, for the third quarter 2025. The increase in the segment EBITDA margin rate was primarily due to higher volume and pricing as well as a favorable sales mix.

Current report

(c)Third quarter and year-to-date 2026 includes a pre-tax debt extinguishment charge of $1.2 million for the write-off of unamortized debt issuance costs related to the redemption of the $350 million of 5.875% Senior Notes due 2027.
Removed paragraphs (6)

Previous report

Selling and administrative expenses for the second quarter 2026 were $95.7 million, an increase of 15.6% compared to $82.8 million for the second quarter 2025. The increase was primarily due to $11.0 million of transformation and transaction-related costs and $2.6 million of losses on the sale of customer accounts receivable, which are excluded from Adjusted EBITDA. Second quarter 2025 included $1.6 million of losses on the sale of customer accounts receivable, which are excluded from Adjusted EBITDA.

Previous report

The loss on asset sales and sales of businesses, net of $3.9 million during the year-to-date period ended June 29, 2025 was primarily comprised of a $3.7 million loss on 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.

Previous report

Our effective tax rate for the second quarter 2026 was 20.0%, resulting in an income tax provision of $38.6 million, and our effective tax rate for the second quarter 2025 was 22.0%, resulting in an income tax provision of $29.3 million. The lower effective tax rate on a year-over-year basis was primarily due to the timing and amount of discrete tax benefits. The effective tax rate for the second quarter of 2026 includes discrete tax benefits of $1.2 million, primarily for share-based compensation, while the effective tax rate for the second quarter of 2025 includes discrete tax expense of $0.6 million. Excluding the discrete tax items, the Company's effective tax rate for the second quarter 2026 and 2025 was 20.6% and 21.5%, respectively. The decline in the effective tax rate primarily reflects the availability of certain deductions in 2026 that were limited in 2025, following the enactment of the One Big Beautiful Bill Act.

Previous report

Segment EBITDA in the first half of 2026 increased to $306.4 million, or 24.5% of total sales, compared to $275 million, or 23.1% of total sales, for the first half of 2025. The increase in segment EBITDA margin rate was primarily due to favorable sales mix and pricing, partially offset by higher manufacturing and period costs.

Previous report

Segment EBITDA was $147.6 million, or 23.7% of sales, for the second quarter 2026, compared to segment EBITDA of $76.7 million, or 14.4% of sales, for the second quarter 2025. Segment EBITDA for the second quarter 2026 includes a $9.9 million gain from the sale of a previously closed manufacturing facility. In addition, second quarter 2025 included a $2.6 million benefit from the recognition of previously deferred employee retention tax credits. Excluding the impact of these items, the segment EBITDA margin rate increase compared to the prior year period was primarily due to higher pricing and favorable mix.
Reworded paragraphs (47)

Previous wording

We operate in two business segments: High Performance Materials & Components (HPMC) and Advanced Alloys & Solutions (AA&S). HPMC produces a wide range of high performance materials, components, and advanced metallic powder alloys. These products are made from nickel-based alloys and superalloys, titanium and titanium-based alloys, and a variety of other specialty materials. HPMC’s capabilities range from cast/wrought and powder alloy development to production of highly engineered finished components, and 3D-printed aerospace products. The HPMC segment’s primary focus is on maximizing jet engine materials and components growth, with approximately 93% of its revenue derived from the aerospace & defense markets, including approximately 71% from products for commercial jet engines.

Current wording

We operate in two business segments: High Performance Materials & Components (HPMC) and Advanced Alloys & Solutions

Previous wording

The AA&S segment produces nickel-based alloys, titanium and titanium-based alloys, and specialty alloys, including zirconium, hafnium, and niobium, in a variety of forms including plate, sheet, and strip products. AA&S focuses on high-value materials that are utilized in technically challenging and extreme environments, which require materials that can withstand extreme heat, radiation and corrosion. Sales to the aerospace & defense markets comprise approximately 43% of total AA&S sales. AA&S also serves customers across several other markets, notably specialty energy and conventional energy, as well as electronics and certain industrial markets.

Current wording

The AA&S segment produces nickel-based alloys, titanium and titanium-based alloys, and specialty alloys, including

Previous wording

Second quarter 2026 sales increased approximately 11% to $1.26 billion, compared to $1.14 billion of sales for the second quarter 2025, primarily due to higher pricing and strong demand in the aerospace & defense markets, particularly for commercial jet engine and naval nuclear defense products. In aggregate, ATI’s aerospace & defense sales increased 13% to $862.0 million, or 68% of total sales in the second quarter 2026, compared to $761.8 million, or 67% of total sales in the second quarter 2025. Also, sales to other markets increased $21 million in the second quarter 2026 compared to the second quarter 2025, primarily due to increases in various industrial markets, including conventional energy and automotive.

Current wording

Third quarter 2026 sales increased approximately 26% to $1.42 billion, compared to $1.13 billion of sales for the third quarter 2025, primarily due to higher pricing and strong demand in the aerospace & defense markets, particularly for commercial jet engine and government defense products that increased by 39% and 34%, respectively. Commercial airframe products also increased by 11%. In aggregate, ATI’s aerospace & defense sales increased 25% to $994.5 million, or 69% of total sales in the third quarter 2026, compared to $792.7 million, or 70% of total sales in the third quarter 2025. Further, sales to other markets increased $96.4 million in the third quarter 2026 compared to the third quarter 2025, due to higher demand across various industrial markets, including specialty energy, conventional energy and automotive.

Previous wording

Sales for the year-to-date period ended June 28, 2026 increased approximately 6% to $2.41 billion, compared to $2.28 billion of sales for the year-to-date period ended June 29, 2025, primarily due to increased demand and favorable pricing in the aerospace & defense markets. On a year-to-date basis, commercial jet engine and defense sales increased 13% and 22%, respectively. In aggregate, ATI's aerospace & defense sales increased 10% to 1.66 billion, or 69% of total sales in the year-to-date period ended June 28, 2026, compared to 1.52 billion, or 66% of total sales in the year-to-date period ended June 29, 2025. On a year-to-date basis, sales to other markets declined by $16 million, or 2%, primarily for medical, conventional energy, and electronics. This reflected the impact of the timing of shipments and capacity prioritization for key markets,

Current wording

Sales for the year-to-date period ended September 27, 2026 increased approximately 12% to $3.84 billion, compared to $3.41 billion of sales for the year-to-date period ended September 28, 2025, primarily due to increased demand and favorable pricing in the aerospace & defense markets. On a year-to-date basis, commercial jet engine and defense sales increased 22% and 16%, respectively. In aggregate, ATI's aerospace & defense sales increased 15% to $2.65 billion, or 69% of total sales in the year-to-date period ended September 27, 2026, compared to $2.31 billion, or 68% of total sales in the year-to-date period ended September 28, 2025. On a year-to-date basis, sales to other markets increased by $81 million, or 7%, primarily for specialty energy, appliances and automotive.

Previous wording

For the second quarter 2026, international sales decreased to $464 million, or 37% of total sales, from $490 million, or 43% of total sales, in the second quarter 2025.

Current wording

For the third quarter 2026, international sales increased to $488 million, or 34% of total sales, from $445 million, or 40% of total sales, in the third quarter 2025.

Previous wording

For the year-to-date period ended June 28, 2026, international sales decreased to $923 million, or 38% of total sales, from $991 million, or 43% of total sales, in the year-to-date period ended June 29, 2025.

Current wording

For the year-to-date period ended September 27, 2026, international sales decreased to $1,410 million, or 37% of total sales, from $1,436 million, or 42% of total sales, in the year-to-date period ended September 28, 2025.

Previous wording

Gross profit for the second quarter 2026 was $309.8 million, or 24.6% of sales, compared to $242.5 million, or 21.3% of sales, for the second quarter 2025. Second quarter 2026 gross profit includes $6.1 million of start-up and transaction-related costs, which are excluded from Adjusted EBITDA. Second quarter 2025 gross profit includes a benefit of $7.0 million related to the recognition of previously deferred employee retention tax credits, of which $4.4 million related to the HPMC segment and $2.6 million related to the AA&S segment, as well as $7.1 million of start-up and transaction-related costs, which are excluded from Adjusted EBITDA.

Current wording

Gross profit for the third quarter 2026 was $380.2 million, or 26.7% of sales, compared to $255.3 million, or 22.7% of sales, for the third quarter 2025. Third quarter 2026 gross profit includes $1.2 million of start-up costs, which are excluded from Adjusted EBITDA. Third quarter 2025 gross profit includes $7.0 million of start-up and transaction-related costs.

Previous wording

Our gross profit was $572.7 million, or 23.7% of sales, for the year-to-date period ended June 28, 2026, compared to $478.3 million, or 20.9% of sales for the year-to-date period ended June 29, 2025. Year-to-date period ended June 28, 2026 gross profit includes start-up and transaction-related costs of $14.1 million and $1.1 million of restructuring-related costs, which are excluded from Adjusted EBITDA. Year-to-date period ended June 29, 2025 gross profit includes a benefit of $7.2 million related to the recognition of previously deferred employee retention tax credits, of which $4.4 million related to the HPMC segment and $2.8 million related to the AA&S segment. Year-to-date period ended June 29, 2025 gross profit also includes $11.1 million of start-up and transaction costs, which are excluded from Adjusted EBITDA.

Current wording

Our gross profit was $952.9 million, or 24.8% of sales, for the year-to-date period ended September 27, 2026, compared to $733.6 million, or 21.5% of sales for the year-to-date period ended September 28, 2025. Year-to-date period ended September 27, 2026 gross profit includes start-up and transaction-related costs of $15.3 million and $1.1 million of restructuring-related costs, which are excluded from Adjusted EBITDA. Year-to-date period ended September 28, 2025 gross profit includes a benefit of $7.2 million related to the recognition of previously deferred employee retention tax credits, of which $4.4 million related to the HPMC segment and $2.8 million related to the AA&S segment. Year-to-date period ended September 28, 2025 gross profit also includes $17.0 million of start-up and transaction costs.

Previous wording

Selling and administrative expenses for the year-to-date period ended June 28, 2026 were 187.8 million, an increase of 11.9% compared to $167.8 million for the year-to-date period ended June 29, 2025. The increase was primarily due to $18.9 million of transformation and transaction-related costs and $5.1 million of losses on the sale of customer accounts receivable, which are excluded from Adjusted EBITDA. Year-to-date period ended June 29, 2025 included $3.2 million of losses on the sale of customer accounts receivable, which are excluded from Adjusted EBITDA.

Current wording

Selling and administrative expenses for the year-to-date period ended September 27, 2026 were $295.5 million, an increase of 12.6% compared to $262.4 million for the year-to-date period ended September 28, 2025. The increase was primarily due to higher transformation and transaction-related costs and compensation costs. Year-to-date periods ended September 27, 2026 and September 28, 2025 include $28.3 million and $4.9 million of transformation and transaction-related costs, respectively. These periods also include $7.9 million and $5.7 million of losses on the sale of customer accounts receivable, respectively.

Previous wording

Second quarter 2026 included restructuring-related severance, impairment, and other costs of $3.9 million due to the rationalization of certain facilities, which are excluded from Adjusted EBITDA. Second quarter 2025 included a credit of $1.3 million, due to a reduction in severance-related reserves based on revised workforce reduction estimates.

Current wording

Third quarter 2026 included a restructuring-related impairment charge of $0.9 million due to the rationalization of certain facilities initiated in second quarter 2026. Third quarter 2025 included a credit of $0.4 million due to a reduction in severance-related reserves based on revised workforce reduction estimates.

Previous wording

The year-to-date period ended June 28, 2026 included restructuring-related severance, impairment, and other costs of $10.9 million due to the rationalization of certain facilities, which are excluded from Adjusted EBITDA. The year-to-date period ended June 29, 2025 included a credit of $1.3 million, due to a reduction in severance-related reserves based on revised workforce reduction estimates.

Current wording

The year-to-date period ended September 27, 2026 included restructuring-related severance, impairment, and other costs of $11.8 million due to the rationalization of certain facilities. The year-to-date period ended September 28, 2025 included a credit of $1.7 million, due to a reduction in severance-related reserves based on revised workforce reduction estimates.

Previous wording

The gain on asset sales and sales of businesses, net of $9.8 million during the quarter and year-to-date periods June 28, 2026 was primarily attributable to the sale of a previously closed manufacturing facility during the second quarter of 2026, which was part of the AA&S segment.

Current wording

The gain on asset sales and sales of businesses, net of $10.1 million during the year-to-date period ended September 27, 2026 was primarily attributable to the sale of a previously closed manufacturing facility during the second quarter of 2026, which was part of the AA&S segment. The loss on asset sales and sales of businesses, net of $2.6 million, during the year-to-date period ended September 28, 2025 was primarily attributable to the sale of certain immaterial, non-core operations in the HPMC segment.

Previous wording

Interest expense, net decreased to $23.9 million in the second quarter of 2026 compared to $25.4 million in the second quarter of 2025. Capitalized interest reduced interest expense by $3.2 million in the second quarter 2026 and $2.1 million in the second quarter 2025. The decrease in interest expense, net was primarily related to the year-over-year increase in interest capitalization on strategic capital projects.

Current wording

Interest expense, net decreased to $22.6 million in the third quarter of 2026 compared to $26.1 million in the third quarter of 2025. The decrease in interest expense, net was primarily related to the year-over-year increase in interest capitalization on strategic capital projects. Capitalized interest reduced interest expense by $3.9 million in the third quarter 2026 and $2.4 million in the third quarter 2025.

Previous wording

Interest expense, net decreased to $47.6 million in the year-to-date period ended June 28, 2026 compared to $48.4 million in the year-to-date period ended June 29, 2025. Capitalized interest reduced interest expense by $6.2 million in the year-to-date period ended June 28, 2026 and $5.2 million in the year-to-date period ended June 29, 2025. The decrease in interest expense, net was primarily related to the year-over-year increase in interest capitalization on strategic capital projects.

Current wording

Interest expense, net decreased to $70.2 million in the year-to-date period ended September 27, 2026 compared to $74.5 million in the year-to-date period ended September 28, 2025. The decrease in interest expense, net was primarily due to lower rates on our outstanding debt and an increase in interest capitalization on strategic capital projects. Capitalized interest reduced interest expense by $10.1 million in the year-to-date period ended September 27, 2026 and $7.6 million in the year-to-date period ended September 28, 2025.

Previous wording

Other income, net for the second quarter 2026 decreased to $1.1 million compared to $1.8 million in the second quarter 2025. Other income, net for the year-to-date period ended June 28, 2026 decreased to $1.9 million compared to $3.3 million in the year-to-date period ended June 29, 2025. The change in both the quarter and year-to-date periods is due to a decrease in rental and royalty income.

Current wording

Other income, net for thethird quarter 2026 decreased to $0.9 million compared to$12.2 million in the third quarter 2025. Other income, net for the year-to-date period ended September 27, 2026 decreased to $2.8 million compared to $15.5 million in the year-to-date period ended September 28, 2025. The change in both the quarter and year-to-date periods is primarily due to a $10.5 million gain from the sale of certain oil and gas rights in the prior year.

Previous wording

Our effective tax rate for the year-to-date period ended June 28, 2026 was 16.6%, resulting in an income tax provision of $54.7 million, and our effective tax rate for the year-to-date period ended June 29, 2025 was 19.7%, resulting in an income tax provision of $50.3 million. The lower effective tax rate on a year-over-year basis was primarily due to the timing and amount of discrete tax benefits. The effective tax rate for the year-to-date period ended June 28, 2026 includes discrete tax benefits of $13.0 million, while the effective tax rate for the year-to-date period ended June 29, 2025 includes discrete tax benefits of $4.5 million. The discrete tax benefits in both periods were primarily for share-based compensation. Excluding the discrete tax items, the Company's effective tax rate for the year-to-date periods June 28, 2026 and June 29, 2025 was 20.5% and 21.5%, respectively. The decline in the effective tax rate primarily reflects the availability of certain deductions in 2026 that were limited in 2025, following the enactment of the One Big Beautiful Bill Act.

Current wording

For the year-to-date periods ended September 27, 2026 and September 28, 2025, our effective tax rates before discrete items were 20.9% and 20.8%, respectively. Our effective tax rate, including discrete items, for the year-to-date period ended September 27, 2026 was 18.5%, which was lower than the 20.4% effective rate in the prior year comparative period. The year-to-date period ended September 27, 2026 includes discrete tax benefits of $13.9 million, while the effective tax rate for the year-to-date period ended September 28, 2025 includes discrete tax benefits of $1.7 million. The discrete tax benefits in both periods were primarily for share-based compensation.

Previous wording

Net income attributable to ATI was $151.0 million, or $1.09 per share, in the second quarter 2026, compared to $100.7 million, or $0.70 per share, for the second quarter 2025.

Current wording

Net income attributable to ATI was $189.8 million, or $1.37 per share, in the third quarter 2026, compared to $110.0 million, or $0.78 per share, for the third quarter 2025.

Previous wording

Net income attributable to ATI was $269.2 million, or $1.94 per share, in the year-to-date period ended June 28, 2026, compared to $197.7 million, or $1.38 per share, in the year-to-date period ended June 29, 2025.

Current wording

Net income attributable to ATI was $459.0 million, or $3.31 per share, in the year-to-date period ended September 27, 2026, compared to $307.7 million, or $2.16 per share, in the year-to-date period ended September 28, 2025.

Previous wording

Second quarter 2026 sales were $637.1 million, an increase of $28.3 million, or 5%, compared to the second quarter 2025, primarily due to sales growth in the the aerospace & defense markets, which increased $30.9 million, or 6%. This increase was primarily driven by strong demand and pricing for commercial jet engine products, which grew more than 10% on a year-over-year basis.

Current wording

Third quarter 2026 sales were $721.4 million, an increase of $118.5 million, or 20%, compared to the third quarter 2025, primarily due to sales growth in the aerospace & defense markets, which increased $121.5 million, or 22%. This increase was primarily driven by strong demand and pricing for commercial jet engine products, which grew more than 34% on a year-over-year basis.

Previous wording

International sales represented 40% of total segment sales for the second quarter 2026, compared to 43% in the prior year period. Comparative information for the HPMC segment’s major product categories, based on their percentages of revenue for the quarters ended June 28, 2026 and June 29, 2025, is as follows:

Current wording

International sales represented 36% of total segment sales for the third quarter 2026, compared to 44% in the prior year period. Comparative information for the HPMC segment’s major product categories, based on their percentages of revenue for the quarters ended September 27, 2026 and September 28, 2025, is as follows:

Previous wording

Segment EBITDA in the second quarter 2026 was $153.5 million, or 24.1% of total sales, compared to $144.0 million, or 23.7% of total sales, for the second quarter 2025. The increase in segment EBITDA margin rate was primarily due to higher volume and favorable pricing, partially offset by higher manufacturing and period costs, including costs associated with revised qualification requirements for our new facility in Mexico and titanium electron-beam furnace.

Current wording

Segment EBITDA in the third quarter 2026 was $167.3 million, or 23.2% of total sales, compared to $145.8 million, or 24.2% of total sales, for the third quarter 2025. The decrease in segment EBITDA margin rate was primarily due to higher manufacturing and period costs, including costs associated with the transitioning a new nickel-based superalloy into commercial production. These increases were partially offset by increased volume and favorable pricing and mix.

Previous wording

Sales for the year-to-date period ended June 28, 2026 were $1.3 billion, an increase of $58.5 million, or 5%, compared to the year-to-date period ended June 29, 2025, primarily due to sales growth in the aerospace & defense markets, which increased $62.5 million, or 6%. The growth in the aerospace & defense markets was primarily driven by strong demand and pricing for commercial jet engine products, which grew more than 9% on a year-over-year basis.

Current wording

Sales for the year-to-date period ended September 27, 2026 were $2.0 billion, an increase of $177.0 million, or 10%, compared to the year-to-date period ended September 28, 2025, primarily due to sales growth in the aerospace & defense markets, which increased $184.0 million, or 11%. The growth in the aerospace & defense markets was primarily driven by strong demand and pricing for commercial jet engine products, which grew more than 17% on a year-over-year basis.

Previous wording

International sales as a percentage of total segment sales remained flat at 43% for the year-to-date period ended June 28, 2026, compared to the prior year period. Comparative information for the HPMC segment’s major product categories, based on their percentages of revenue for the year-to-date periods ended June 28, 2026 and June 29, 2025, is as follows:

Current wording

International sales as a percentage of total segment sales represented 40% for the year-to-date period ended September 27, 2026, compared to 44% in the prior year period. Comparative information for the HPMC segment’s major product categories, based on their percentages of revenue for the year-to-date periods ended September 27, 2026 and September 28, 2025, is as follows:

Previous wording

The Company continues to invest in capacity and to improve work-flow processes and operations. HPMC results for second quarter 2026 reflected year-over-year improved operating leverage and pricing as we continued to experience strong demand in our key aerospace & defense markets, particularly for commercial jet engine products. We believe our long-term agreements with aerospace market OEMs and backlog for our specialty materials, including powders, parts and components, position the HPMC segment for continued growth.

Current wording

The Company continues to invest in capacity and to improve work-flow processes and operations. HPMC results for third quarter 2026 reflected year-over-year improved operating leverage and pricing as we continued to experience strong demand in our key aerospace & defense markets, particularly for commercial jet engine products. We believe our long-term agreements with aerospace market OEMs and backlog for our specialty materials, including powders, parts and components, position the HPMC segment for continued growth.

Previous wording

Second quarter 2026 sales were $624.0 million, an increase of $92.4 million, or 17%, compared to second quarter 2025, primarily driven by higher sales to the aerospace & defense and conventional energy markets. On a year-over-year basis, aerospace & defense sales grew by 34%, including an increase in defense sales of 90%, reflecting both increased demand and pricing. Aerospace & defense sales were 44% of the total AA&S sales in the second quarter 2026 compared to 38% in second quarter 2025.

Current wording

Third quarter 2026 sales were $702.3 million, an increase of $179.7 million, or 34%, compared to third quarter 2025, primarily driven by higher sales to the aerospace & defense and specialty energy markets. On a year-over-year basis, aerospace & defense sales grew by 34%, as sales of commercial jet engine products almost doubled and defense sales increased by 41%, reflecting higher demand and pricing. Aerospace & defense sales were 45% of the total AA&S sales in the third quarter 2026 compared to 46% in third quarter 2025. Sales to other industrial markets also increased on stronger demand, including conventional energy and automotive.

Previous wording

International sales represented 33% of total segment sales for the second quarter of 2026, compared to 44% in the prior year’s second quarter. Comparative information regarding the AA&S segment’s major product categories, based on their percentages of revenue for the quarters ended June 28, 2026 and June 29, 2025, is presented in the following table. HRPF conversion service sales are excluded from this presentation.

Current wording

International sales represented 33% of total segment sales for the third quarter of 2026, compared to 35% in the prior year’s third quarter. Comparative information regarding the AA&S segment’s major product categories, based on their percentages of revenue for the quarters ended September 27, 2026 and September 28, 2025, is presented in the following table. HRPF conversion service sales are excluded from this presentation.

Previous wording

Sales for the year-to-date period ended June 28, 2026 were $1.2 billion, an increase of $69.3 million, or 6%, compared to the year-to-date period ended June 29, 2025, primarily due to sales growth in the aerospace & defense markets, which increased $80.9 million, or 19%. This increase was primarily driven by sales growth to the defense market, which grew by 50%, as well as strong demand and pricing for commercial jet engine products, which grew 67% on a year-over-year basis. These increases were partially offset by lower volume of commercial airframe products due to end market supply chain constraints and production schedules.

Current wording

Sales for the year-to-date period ended September 27, 2026 were $1.9 billion, an increase of $249.0 million, or 15%, compared to the year-to-date period ended September 28, 2025, primarily due to sales growth in the aerospace & defense markets, which increased $161.2 million, or 25%. This increase was primarily driven by sales growth to the defense market, which grew by 46%, as well as strong demand and pricing for commercial jet engine products, which grew 79% on a year-over-year basis. Sales to the specialty energy market also increased by 26% on demand for nuclear related products.

Previous wording

International sales as a percentage of total segment sales declined to 33% for the year-to-date period ended June 28, 2026, compared to 43% the prior year period. Comparative information for the AA&S segment’s major product categories, based on their percentages of revenue for the year-to-date periods ended June 28, 2026 and June 29, 2025, is presented in the following table. HRPF conversion service sales are excluded from this presentation.

Current wording

International sales as a percentage of total segment sales declined to 33% for the year-to-date period ended September 27, 2026, compared to 40% the prior year period. Comparative information for the AA&S segment’s major product categories, based on their percentages of revenue for the year-to-date periods ended September 27, 2026 and September 28, 2025, is presented in the following table. HRPF conversion service sales are excluded from this presentation.

Previous wording

Segment EBITDA in the first half of 2026 increased to $244.6 million, or 21.1% of total sales, compared to $160.1 million, or 14.7% of total sales, for the first half of 2025. Segment EBITDA in the first half of 2026 includes a $9.9 million gain from the sale of a previously closed manufacturing facility. In addition, results in the first half of 2025 include a benefit of $2.8 million from the recognition of previously deferred employee retention tax credits and a benefit of $2.6 million due to a customer recovery for previously reserved accounts receivable. Excluding the impact of these items, the increase in segment EBITDA margin rate, compared to the prior year period was primarily due to higher pricing and favorable mix.

Current wording

Segment EBITDA in the year-to-date period ended September 27, 2026 increased to $425.9 million, or 22.9% of total sales, compared to $250.5 million, or 15.5% of total sales, for the year-to-date period ended September 28, 2025. The increase in segment EBITDA margin rate, compared to the prior year period was primarily due to higher volume and pricing as well as a favorable sales mix. Results for the year-to-date period September 28, 2025 include a benefit of $2.8 million from the recognition of previously deferred employee retention tax credits and a benefit of $2.6 million due to a customer recovery for previously reserved accounts receivable.

Previous wording

Corporate expenses for the second quarter of 2026 declined to $14.9 million, compared to $15.4 million for the second quarter 2025. The reduction in expenses was primarily due to a benefit from an insurance claim, partially offset by higher incentive compensation expense. For the year-to-date period ended June 28, 2026, corporate expenses were $31.9 million, compared to $32.8 million for the year-to-date period ended June 29, 2025. The reduction in expenses was primarily due to a reduction in legal and permitting fees.

Current wording

Corporate expenses for the third quarter of 2026 increased to $18.8 million, compared to $15.6 million for the third quarter 2025. The increase was primarily due to higher professional fees and insurance costs. For the year-to-date period ended September 27, 2026, corporate expenses were $50.7 million, compared to $48.4 million for the year-to-date period ended September 28, 2025. The increase in expenses was primarily due to higher insurance and employee benefit costs.

Previous wording

Closed operations and other income/expense for the second quarter 2026 was expense of $1.8 million, compared to income of $2.4 million for the second quarter 2025. Second quarter 2025 benefited from foreign exchange gains of $1.8 million and a favorable bankruptcy settlement related to an insurance claim of $1.1 million. Closed operations and other income/expense for the year-to-date period ended June 28, 2026 was expense of $3.0 million.

Current wording

Closed operations and other income/expense for the third quarter 2026 was expense of $1.9 million, compared to income of $4.5 million for the third quarter 2025. For the year-to-date period ended September 27, 2026, closed operations and other income/expense was expense of $4.9 million, compared to income of $4.5 million. Closed operations and other income/expense for the quarter and year-to-date periods ended September 28, 2025 benefited from a $10.5 million gain from the sale of oil and gas rights.

Previous wording

At June 28, 2026, Managed working capital increased as a percentage of annualized sales to 34.3% compared to 32.5% at December 28, 2025. The increase in Managed working capital as a percentage of annualized sales was primarily due to seasonal inventory builds to support increased operating levels and the timing of shipments. As a result, gross inventory turns, which measures how many times we turn over our inventory relative to cost of sales in a year, worsened by 13% at June 28, 2026 compared to December 28, 2025. Days sales outstanding, which measures actual collection timing for accounts receivable, improved by 12% as of June 28, 2026 compared to December 28, 2025.

Current wording

At September 27, 2026, Managed working capital increased as a percentage of annualized sales to 32.9% compared to 32.5% at December 28, 2025. The increase in Managed working capital as a percentage of annualized sales was primarily due to seasonal inventory builds to support increased operating levels and the timing of shipments. As a result, gross inventory turns, which measures how many times we turn over our inventory relative to cost of sales in a year, did not change at September 27, 2026 compared to December 28, 2025. Days sales outstanding, which measures actual collection timing for accounts receivable, improved by 10% as of September 27, 2026 compared to December 28, 2025.

Previous wording

The Company's amended Asset Based Lending (ABL) Credit Facility, which is collateralized by the accounts receivable and inventory of our 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. Additionally, the Company had the ability, through June 13, 2026 and as long as no default or event of default had occurred and was continuing, to borrow an additional term loan of up to $100 million in total, using one or two draws (the Delayed-Draw Term Loan), which it did not exercise. The ABL facility also provides us 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.

Current wording

The Company's amended Asset Based Lending (ABL) Credit Facility, which is collateralized by the accounts receivable and inventory of our 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. The ABL facility also provides us 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.

Previous wording

On June 3, 2026, the Company issued $450 million 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 will mature on June 15, 2033. Net proceeds were $443.1 million from this issuance, of which approximately $350 million was used for the redemption of the Company’s 5.875% Senior Notes due 2027 (2027 Notes), and the remainder is to be used for liquidity and general corporate purposes.

Current wording

On June 3, 2026, the Company issued $450 million 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 will mature on June 15, 2033. Net proceeds were $443.1 million from this issuance, of which approximately $350 million was used for the redemption of the Company’s 5.875% Senior Notes due 2027 (2027 Notes), and the remainder was used for liquidity and general corporate purposes.

Previous wording

On June 8, 2026, the Company exercised its right to redeem the entire outstanding $350 million aggregate principal amount of its 2027 Notes, and The Bank of New York Mellon, as trustee, issued a notice of redemption to registered holders of the 2027 Notes, with the intent to use a portion of the net proceeds from the issuance of the 2033 Notes for the redemption. 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. All of the outstanding 2027 Notes were redeemed on July 8, 2026.

Current wording

On June 8, 2026, the Company exercised its right to redeem the entire outstanding $350 million 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. The Company incurred debt extinguishment costs of approximately $1.2 million associated with the write-off of the related unamortized debt issuance costs.

Previous wording

As of June 28, 2026, there were no outstanding borrowings under the revolving portion of the ABL facility, and $29.3 million was utilized to support the issuance of letters of credit. At June 28, 2026, we had $783.0 million of cash and cash equivalents and available additional liquidity under the ABL facility of approximately $570 million. Our next significant debt maturity is $325.0 million of 4.875% Senior Notes in the fourth quarter of fiscal year 2029.

Current wording

As of September 27, 2026, there were no outstanding borrowings under the revolving portion of the ABL facility, and $29.3 million was utilized to support the issuance of letters of credit. At September 27, 2026, we had $442.3 million of cash and cash equivalents, and available additional liquidity under the ABL facility of approximately $570 million. Our next significant debt maturity is $325.0 million of 4.875% Senior Notes in the fourth quarter of fiscal year 2029.

Previous wording

Periodically, our Board of Directors authorizes the repurchase of ATI common stock (the “Share Repurchase Program”), the most recently authorizing the repurchase of up to $700 million, as announced in September 2024, and an additional $500 million 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 million and $125.0 million, respectively, to repurchase 0.3 million and 0.8 million, 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 additional repurchase authority announced in February 2026. As of June 28, 2026, total share repurchase authorization remaining under the active Share Repurchase Program was $495 million.

Current wording

Periodically, our 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 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 September 27, 2026, ATI used $70.0 million and $195.0 million, respectively, to repurchase 0.4 million and 1.2 million, respectively, of its common stock under the Share Repurchase Program. At September 27, 2026, the Company has utilized all of the $700 million in repurchase authority announced in September 2024 and $75 million of the additional repurchase authority announced in February 2026. As of September 27, 2026, total share repurchase authorization remaining under the active Share Repurchase Program was $425 million.

Previous wording

Our Total Debt to Adjusted EBITDA Leverage ratio at June 28, 2026 worsened as compared to December 28, 2025, primarily due to the issuance of the 2033 Notes. Our Net Debt to Adjusted EBITDA Leverage ratio improved in second quarter 2026 compared to year end 2025, largely due to a higher cash balance. The reconciliations of our Adjusted EBITDA Leverage ratios to the balance sheet and income statement amounts as reported under U.S. GAAP are as follows:

Current wording

Our Total Debt to Adjusted EBITDA Leverage Ratio and Net Debt to Adjusted EBITDA Leverage Ratio at September 27, 2026 improved as compared to December 28, 2025, primarily due to higher earnings. The reconciliations of our Adjusted EBITDA Leverage ratios to the balance sheet and income statement amounts as reported under U.S. GAAP are as follows:

Previous wording

Cash provided by operations was $260.0 million in the year-to-date period ended June 28, 2026, a significant improvement compared to cash provided by operating activities of $69.0 million in the year-to-date period ended June 29, 2025 that was due to higher net income and improved working capital changes. Cash provided by operations was also positively impacted by the sale of $60 million of accounts receivable in exchange for cash under the Receivables Facility. Working capital balances, and consequently cash from operations, can fluctuate throughout any operating period based upon the timing of receipts from customers and payments to vendors. Other significant first half 2026 and 2025 operating cash flow items included payment of the annual cash incentive compensation.

Current wording

Cash provided by operations was $414.6 million in the year-to-date period ended September 27, 2026, a significant improvement compared to cash provided by operating activities of $298.5 million in the year-to-date period ended September 28, 2025. The increase in cash provided by operations was primarily due to higher income, which was partially offset by changes in working capital balances, primarily inventory. Working capital balances, and consequently cash from operations, can fluctuate throughout any operating period based upon the timing of receipts from customers and payments to vendors.

Previous wording

Cash used in investing activities was $116.8 million in the year-to-date period ended June 28, 2026, which included $123.8 million for capital expenditures primarily for various growth projects to support the aerospace & defense markets. Cash used in investing activities was $119.2 million in the year-to-date period ended June 29, 2025, reflecting $125.4 million in capital expenditures. We expect to fund our capital expenditures with cash on hand and cash flow generated from our operations and, if needed, borrowings under the ABL facility.

Current wording

Cash used in investing activities was $195.8 million in the year-to-date period ended September 27, 2026, which included $216.6 million for capital expenditures primarily for various growth projects to support the aerospace & defense markets. Cash used in investing activities was $149.0 million in the year-to-date period ended September 28, 2025, reflecting $187.9 million in capital expenditures. We expect to fund our capital expenditures with cash on hand and cash flow generated from our operations and, if needed, borrowings under the ABL facility.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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(AA&S). HPMC produces a wide range of high performance materials, components, and advanced metallic powder alloys.

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These products are made from nickel-based alloys and superalloys, titanium and titanium-based alloys, and a variety of other

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specialty materials. HPMC’s capabilities range from cast/wrought and powder alloy development to production of highly

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engineered finished components, and 3D-printed aerospace products. The HPMC segment’s primary focus is on maximizing jet

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engine materials and components growth, with approximately 93% of its revenue derived from the aerospace & defense

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markets, including approximately 72% from products for commercial jet engines.

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zirconium, hafnium, and niobium, in a variety of forms including plate, sheet, and strip products. AA&S focuses on high-value

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materials that are utilized in technically challenging and extreme environments, which require materials that can withstand

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extreme heat, radiation and corrosion. Sales to the aerospace & defense markets comprise approximately 44% of total AA&S

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sales. AA&S also serves customers across several other markets, notably specialty energy and conventional energy, as

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well as electronics and certain industrial markets.
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Previous report — wording carried elsewhere

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 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.