[8-K] ATI Inc. Reports Material Event

Rhea-AI Filing Summary

Form 8-K highlights

On 29 Jul 2025 Crescent Biopharma, Inc. (Nasdaq: CBIO) adopted an Executive Severance Plan covering all Vice-Presidents and above. The plan addresses two situations: (1) a “Qualifying Termination” (involuntary without Cause or resignation for Good Reason) and (2) a “CIC Qualifying Termination” occurring within three months before to 12 months after a Change-in-Control.

• Qualifying Termination: salary continuation equal to the executive’s “Severance Multiplier” (CEO & most execs 1.0×; Ryan Lynch 0.75×) plus Company-subsidised COBRA coverage for 12 months (9 months for Lynch).
• CIC Termination: lump-sum cash equal to (base salary + target bonus) × “CIC Severance Multiplier” (CEO 1.5×; other execs 1.25×; Lynch 1.0×); cash for 18/15/12 months of COBRA premiums, payment of any unpaid prior-year bonus, and full accelerated vesting of outstanding equity (performance awards settled at ≥target).
• Beginning 17 Mar 2026, a Qualifying Termination accelerates 30 % of the unvested time-based equity for the CEO and COO/President.
• Executives other than Lynch receive an excise-tax gross-up on any 280G “parachute” payments.

The severance plan supersedes prior offer-letter terms and could increase change-in-control costs. A Q2-25 earnings press release (Exhibit 99.1) was furnished, but no financial results are disclosed within this filing.

Positive

• Clarifies executive departure terms, potentially reducing litigation risk and providing transparency to investors
• Retention element may help maintain leadership continuity during strategic processes or potential M&A discussions

Negative

• Change-in-control payouts up to 1.5× salary+bonus materially increase potential cash outflows
• 280G excise-tax gross-ups are viewed negatively by proxy advisers and could face shareholder pushback
• Full acceleration of equity dilutes existing shareholders in a CIC scenario

Insights

Corporate Governance Expert

TL;DR: New plan materially raises potential CIC payouts and includes tax gross-ups—generally viewed as shareholder-unfriendly.

The Severance Plan obligates Crescent to pay the CEO up to 1.5× salary+bonus plus 18 months of COBRA and full equity acceleration upon a CIC termination. Comparable mid-cap biotech medians are closer to 1×-1.2× and rarely include gross-ups. The addition of 280G tax reimbursements re-introduces a practice most S&P 500 peers have phased out, increasing after-tax costs and potential dilution. Governance score impact is negative; ISS and Glass Lewis typically flag gross-ups and >1× multipliers. However, the programme clarifies obligations, which may aid retention during strategic reviews.

Sell-Side Biotechnology Analyst

TL;DR: Filing has limited immediate valuation impact; watch for Q2 numbers in Exhibit 99.1.

Operational fundamentals remain unknown because the earnings press release is not included. The severance plan slightly elevates cash burn risk in an M&A scenario but does not alter near-term R&D timelines or liquidity. Investors should review Exhibit 99.1 once released to assess quarter-end cash and trial updates. For now, the disclosure is governance-related rather than financial; I view it as neutral to the equity story.

0001018963false00010189632025-07-312025-07-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2025

______________________

ATI Inc.

(Exact name of registrant as specified in its charter)

______________________

Delaware

1-12001

25-1792394

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2021 McKinney Avenue,

Dallas,

Texas

75201

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (800) 289-7454

N/A

(Former name or former address, if changed since last report).

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.10 per share

ATI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02.     Results of Operations and Financial Condition.

On July 31, 2025, ATI Inc. ("the Company") issued a press release (the "Earnings Press Release") announcing its financial results for the second quarter 2025. The text of the Press Release is included as Exhibit 99.1 to this Current Report on Form 8-K.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not deemed incorporated by reference into any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01.     Exhibit.

(d)			Exhibit 99.1			Press release dated July 31, 2025.
			Exhibit 104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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/ Donald P. Newman

Donald P. Newman

Executive Vice President, Finance and Chief Financial Officer

Dated:

July 31, 2025

FAQ

What did Crescent Biopharma (CBIO) disclose in its latest 8-K?

The company adopted an Executive Severance Plan and furnished a Q2-25 earnings press release (financials not included in the filing).

How much could the CEO of CBIO receive upon a change-in-control?

Up to 1.5× base salary plus target bonus, 18 months of COBRA premiums, unpaid prior-year bonus and full equity vesting.

Do the new severance terms include tax gross-ups?

Yes. Executives (except Mr. Lynch) are eligible for Section 280G excise-tax gross-up payments.

When does partial equity vesting occur outside a CIC?

For the CEO and COO/President, 30 % of unvested time-based equity vests on a Qualifying Termination after 17 Mar 2026.

Are any financial results included in this 8-K?

No. The Q2-25 results are only referenced; details reside in Exhibit 99.1, which is furnished but not reproduced here.