[8-K] ATI INC Reports Material Event
Rhea-AI Filing Summary
ATI Inc. announced that its Board of Directors has authorized the additional repurchase of up to $500 million of outstanding common stock. The company expects this to support a multi-year share repurchase program alongside the currently remaining $120 million under its prior authorization.
Repurchases may be made in the open market or through privately negotiated transactions, with timing and amounts based on market conditions and corporate needs. Open market purchases will follow SEC Rule 10b-18, and the program can be modified, suspended, or terminated by the Board at any time.
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Insights
ATI expands its authorized share repurchases by $500 million for a flexible multi-year buyback program.
ATI Inc. has authorized the additional repurchase of up to
The company states that amounts and timing will depend on market conditions and corporate needs, and that open-market activity will comply with SEC Rule 10b-18 pricing and volume requirements. The Board may modify, suspend, or terminate the program without prior notice, so actual repurchase levels will depend on future business conditions and capital priorities.
Management links the renewed authorization to confidence in ATI’s long-term performance and its strategy as an aerospace and defense-focused materials producer. Subsequent disclosures in periodic reports may clarify how much of the authorized
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 19, 2026 (
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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| Item 8.01. | Other Events. |
On February 18, 2026, the Board of Directors (the “Board”) of ATI Inc. (the “Company”) authorized the additional repurchase of up to $500 million of its outstanding common stock, which the Company currently expects will support a multi-year share repurchase program in combination with the currently remaining $120 million from its prior authorization. Repurchases under the program may be 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 will be structured to occur within the pricing and volume requirements of SEC Rule 10b-18. The stock repurchase program does not obligate the Company to repurchase any specific number of shares, and it may be modified, suspended, or terminated at any time by the Board of Directors without prior notice. The Company issued a press release on February 19, 2026 regarding these matters, which is attached as Exhibit 99.1 to this Form 8-K.
| Item 9.01. | Exhibit |
| (d) Exhibit 99.1 |
Press release dated February 19, 2026 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ATI Inc. | ||
| By: | /s/: James Robert Foster | |
| James Robert Foster | ||
| Senior Vice President, Finance and Chief Financial Officer | ||
Dated: February 19, 2026
Exhibit 99.1
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NEWS RELEASE |
| ATI Inc. | Investor Contact: | Media Contact: | ||
| Corporate Headquarters | David Weston | Natalie Gillespie | ||
| 2021 McKinney Avenue | 412-394-2908 | 412-394-2850 | ||
| Dallas, TX 75201 U.S.A. | david.weston@ATImaterials.com | natalie.gillespie@ATImaterials.com | ||
| www.ATImaterials.com | ||||
ATI Announces Multi-Year $500 Million Share Repurchase Program
DALLAS, TX—February 19, 2026—ATI Inc. (NYSE: ATI) announced that its Board of Directors has authorized the additional repurchase of up to $500 million of its outstanding common stock, which the Company currently expects will support a multi-year share repurchase program in combination with the currently remaining $120 million from its prior authorization. Repurchases under the program may be 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 will be structured to occur within the pricing and volume requirements of SEC Rule 10b-18. The stock repurchase program does not obligate the Company to repurchase any specific number of shares, and it may be modified, suspended, or terminated at any time by the Board of Directors without prior notice.
“This latest renewal of our stock repurchase program reflects our continuing confidence in ATI’s long-term future performance,” said President and CEO Kim Fields. “Our clear strategic focus, strong financial profile, and intentional evolution of our portfolio toward higher-value markets as an aerospace and defense leader positions ATI to deliver sustained long-term value. Responsibly returning capital to shareholders has been, and continues to be, a priority for ATI.”
This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements in this news release relate to future events and expectations and, as such, constitute forward-looking statements. Forward-looking statements, which may contain such words as “anticipates,” “believes,” “estimates,” “expects,” “would,” “should,” “will,” “will likely result,” “forecast,” “outlook,” “projects,” and similar expressions, are based on management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which we are unable to predict or control. Our performance or achievements may differ materially from those expressed or implied in any forward-looking statements due to the following factors, among others: (a) material adverse changes in economic or industry conditions generally, including global supply and demand conditions and prices for our specialty materials; (b) material adverse changes in the markets we serve; (c) our inability to achieve the level of cost savings, productivity improvements, synergies, growth or other benefits anticipated by management from strategic investments and the integration of acquired businesses; (d) volatility in the price and availability of the raw materials that are critical to the manufacture
of our products; (e) declines in the value of our defined benefit pension plan assets or unfavorable changes in laws or regulations that govern pension plan funding; (f) labor disputes or work stoppages; (g) equipment outages; (h) business and economic disruptions associated with extraordinary events beyond our control, such as war, terrorism, international conflicts, public health issues, such as epidemics or pandemics, natural disasters and climate-related events that may arise in the future and (i) other risk factors summarized in our Annual Report on Form 10-K for the year ended December 29, 2024, and in other reports filed with the Securities and Exchange Commission. We assume no duty to update our forward-looking statements.
ATI: Proven to Perform.
ATI (NYSE: ATI) is a global producer of high performance materials and solutions for the global aerospace & defense markets, and critical applications in electronics, medical and specialty energy. We’re solving the world’s most difficult challenges through materials science. We partner with our customers to deliver extraordinary materials that enable their greatest achievements: their products fly higher and faster, burn hotter, dive deeper, stand stronger and last longer. Our proprietary process technologies, unique customer partnerships and commitment to innovation deliver materials and solutions for today and the evermore challenging environments of tomorrow. We are proven to perform anywhere. Learn more at ATImaterials.com.
Filing Exhibits & Attachments
4 documents