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ATI (ATI) issues $450M 5.875% Senior Notes due 2033 under shelf

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ATI Inc. completed an offering of $450 million aggregate principal amount of unsecured 5.875% Senior Notes due 2033. The notes pay cash interest semi-annually each June 15 and December 15, starting December 15, 2026, and were issued under an existing shelf registration statement.

The company can redeem the notes before June 15, 2029 at 100% of principal plus a make-whole premium and accrued interest, and on or after that date at redemption prices specified in a supplemental indenture. ATI may also redeem up to 35% of the notes at 105.875% of principal plus interest using net proceeds from certain equity offerings, as long as at least 65% of the notes remain outstanding. An underwriting agreement with Goldman Sachs & Co. LLC and related legal opinions and indenture documents were filed as exhibits.

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Insights

ATI issues $450M 5.875% notes due 2033, adding long-term debt.

ATI Inc. issued $450 million of unsecured 5.875% Senior Notes due 2033 under its shelf registration. The notes carry semi-annual cash interest and extend the company’s debt maturity profile to 2033, providing committed long-term funding.

The indenture allows early redemption with a make-whole premium before June 15, 2029 and scheduled call prices afterward, plus a 105.875% equity-claw for up to 35% of the notes if funded with equity proceeds. These terms give ATI flexibility to refinance if conditions are favorable.

An underwriting agreement with Goldman Sachs & Co. LLC and standard indemnification provisions indicate a typical marketed debt deal. Actual impact on leverage, interest coverage, and refinancing strategy would depend on how ATI uses the proceeds, which is not detailed in this excerpt.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Senior notes principal $450 million Aggregate principal amount of 5.875% Senior Notes due 2033
Coupon rate 5.875% per annum Interest rate on Senior Notes due 2033
Maturity date June 15, 2033 Final maturity of Senior Notes
First interest payment December 15, 2026 Interest payable semi-annually starting this date
Equity-funded redemption price 105.875% of principal Price to redeem up to 35% of notes before June 15, 2029
Maximum equity-funded tranche 35% of aggregate principal Portion of notes redeemable with equity proceeds
Minimum remaining notes 65% of aggregate principal Notes that must remain outstanding after equity-funded redemption
Indenture financial
"The Notes were issued pursuant to the Indenture, dated as of September 14, 2021"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Senior Notes financial
"offering and sale of $450 million aggregate principal amount of the Company’s unsecured 5.875% Senior Notes due 2033"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
shelf registration statement financial
"The offering and sale of the Notes were made pursuant to the Company’s shelf registration statement"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Third Supplemental Indenture financial
"as supplemented by the Third Supplemental Indenture, dated as of June 8, 2026"
underwriting agreement financial
"the Company executed and delivered an underwriting agreement by and between the Company and Goldman Sachs & Co. LLC"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
event of default financial
"If an event of default with respect to the Notes occurs, the principal amount of the Notes"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
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Understanding 8-K Material Events →
ATI INC false 0001018963 0001018963 2026-06-08 2026-06-08
 
 

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): June 8, 2026

 

 

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:

 

☐

Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications 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 1.01

Entry into a Material Definitive Agreement

On June 8, 2026, ATI Inc. (the “Company”) completed its offering and sale of $450 million aggregate principal amount of the Company’s unsecured 5.875% Senior Notes due 2033 (the “Notes”). The offering and sale of the Notes (the “Offering”) were made pursuant to the Company’s shelf registration statement filed with the Securities and Exchange Commission.

The Notes were issued pursuant to the Indenture, dated as of September 14, 2021 (the “Indenture”), between the Company and Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated as of June 8, 2026 (the “Supplemental Indenture”), between the Company and the Trustee.

The Notes will accrue interest at the rate of 5.875% per annum and will mature on June 15, 2033. The Notes will be payable in cash semi-annually in arrears on each June 15 and December 15, commencing December 15, 2026.

Prior to June 15, 2029, the Company may redeem the Notes at its option, at any time in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus an applicable premium determined as set forth in the Supplemental Indenture as of, and accrued and unpaid interest to but not including, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

On and after June 15, 2029, the Company may redeem the Notes, at its option, at any time in whole or from time to time in part, at redemption prices specified in the Supplemental Indenture, plus accrued and unpaid interest to but not including the redemption date on the principal amount of the Notes to be redeemed.

In addition, at any time prior to June 15, 2029, the Company may, at its option and at any time, redeem up to 35% of the aggregate principal amount of the Notes at a redemption price equal to 105.875% of the aggregate principal amount thereof, plus accrued and unpaid interest to but not including the redemption date on the principal amount of the Notes to be redeemed, with the net proceeds of one or more of certain equity offerings; provided that at least 65% of the aggregate principal amount of the Notes remain outstanding immediately after the occurrence of each such redemption.

If an event of default with respect to the Notes occurs, the principal amount of the Notes, plus premium, if any, and accrued and unpaid interest may be declared immediately due and payable, subject to certain conditions. These amounts automatically become due and payable in the case of certain types of bankruptcy, insolvency or reorganization events of default involving the Company.

The foregoing is a summary of the material terms and conditions of the Indenture, as supplemented by the Supplemental Indenture, and is not a complete discussion. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Indenture and the Supplemental Indenture, which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K, each of which is incorporated herein by reference. A form of Note is included in Exhibit 4.2.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

 

Item 8.01

Other Events

On June 3, 2026, the Company executed and delivered an underwriting agreement (the “Underwriting Agreement”), by and between the Company and Goldman Sachs & Co. LLC, as representative of the underwriters named therein (the “Underwriters”), relating to the Offering. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute payments that the Underwriters may be required to make because of any of those liabilities. A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

The opinion of the Company’s counsel as to the validity of the Notes issued and sold in the Offering is filed herewith as Exhibit 5.1.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit 1.1    Underwriting Agreement, dated as of June 3, 2026, by and between ATI Inc. and Goldman Sachs & Co. LLC, as representative of the underwriters named therein.
Exhibit 4.1    Indenture, dated as of September 14, 2021, between Allegheny Technologies Incorporated and Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 14, 2021).
Exhibit 4.2    Third Supplemental Indenture, dated June 8, 2026, between ATI Inc. and Computershare Trust Company, N.A., as trustee.
Exhibit 4.3    Form of 5.875% Senior Note due 2033 (included in Exhibit 4.2).
Exhibit 5.1    Opinion of K&L Gates LLP.
Exhibit 23.1    Consent of K&L Gates LLP (included in Exhibit 5.1).
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/ Vaishali S. Bhatia

  Vaishali S. Bhatia
  Senior Vice President, General Counsel
  and Chief Compliance Officer

Dated: June 8, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What type of securities did ATI (ATI) issue in this 8-K?

ATI issued unsecured 5.875% Senior Notes due 2033 with a total principal amount of $450 million. These notes pay cash interest semi-annually and were sold under ATI’s existing shelf registration statement.

What is the interest rate and maturity of ATI (ATI) new notes?

The notes carry a fixed interest rate of 5.875% per year and mature on June 15, 2033. Interest is payable in cash twice a year on June 15 and December 15, starting December 15, 2026.

Can ATI (ATI) redeem the 5.875% Senior Notes early?

Yes. Before June 15, 2029, ATI may redeem the notes at 100% of principal plus a make-whole premium and accrued interest. On or after June 15, 2029, redemption is allowed at specified prices plus accrued interest.

What is the 105.875% equity-funded redemption feature in ATI (ATI) notes?

At any time before June 15, 2029, ATI may redeem up to 35% of the notes at 105.875% of principal plus accrued interest, using net proceeds from certain equity offerings, provided at least 65% of the notes remain outstanding afterward.

Who underwrote ATI (ATI) 5.875% Senior Notes due 2033?

Goldman Sachs & Co. LLC acted as representative of the underwriters under an underwriting agreement dated June 3, 2026. ATI agreed to indemnify the underwriters against certain liabilities, including Securities Act liabilities, or contribute to related payments.

What happens if ATI (ATI) defaults on its new senior notes?

If an event of default occurs, the principal, any premium, and accrued interest on the notes may be declared immediately due and payable. In certain bankruptcy, insolvency, or reorganization events, these amounts become automatically due and payable without further action.

Filing Exhibits & Attachments

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