ATI Inc (ATI) chair Wetherbee settles performance stock units and RSUs

Rhea-AI Filing Summary

ATI Inc's Executive Chairman Robert S. Wetherbee reported equity award settlements and related share withholding on January 5, 2026. He exercised 64,103 Performance Stock Units granted in 2022, which converted into 362,644 shares of common stock at an exercise price of $0.00 per share following certification that market price performance targets were met. He also received 185,276 shares from performance-vested restricted stock units tied to relative total shareholder return for the 2023–2025 period.

To cover tax obligations on these vestings, the company withheld 69,369, 72,907 and 16,021 shares at an average price of $121.08 per share, rather than selling shares in the open market. After these transactions, Wetherbee directly held 389,623.3409 shares of ATI common stock and 64,102 Performance Stock Units remained outstanding and unexercised.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WETHERBEE ROBERT S

(Last) (First) (Middle)

2021 MCKINNEY AVENUE

SUITE 1100

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ATI INC [ ATI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.10 per share	01/05/2026		M		362,644	A	$0.00(1)	186,538.3409	D
Common Stock, par value $0.10 per share	01/05/2026		F		69,369(7)	D	$121.08(2)	293,275.3409	D
Common Stock, par value $0.10 per share	01/05/2026		A		185,276(3)	A	$0.00(4)	478,551.3409	D
Common Stock, par value $0.10 per share	01/05/2026		F		72,907(5)	D	$121.08(2)	405,644.3409	D
Common Stock, par value $0.10 per share	01/05/2026		F		16,021(6)	D	$121.08(2)	389,623.3409	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Unit	$0.00(1)	01/05/2026		M			64,103	12/31/2026(1)	12/31/2026(1)	Common Stock, par value $0.10 per share	176,106	$0.00(1)	64,102	D

Explanation of Responses:

1. Settlement of one-half of certain Performance Stock Units awarded in 2022 ("2022 Breakout Performance Units"), each of which represented a contingent right to receive shares of the Issuer's Common Stock if the Issuer's Common Stock achieved specified target market prices (based on a 20-trading day average) on the New York Stock Exchange ("NYSE") for at least 20 consecutive trading days (the "20-day Average Market Price") prior to December 31, 2025, up to a maximum of three shares per Unit. The shares underlying one-half of the 2022 Breakout Performance Units became payable as of January 5, 2026 following certification of the Issuer's achievement of the relevant performance criteria by the Compensation and Leadership Development Committee of the Company's Board of Directors (the "CLDC"). The remaining half of the 2022 Breakout Performance Units are scheduled by their terms to become payable in early 2027.

2. Represents the average of the high and low trading prices for one share of the Issuer's Common Stock on the NYSE on January 5, 2026.

3. Settlement of performance-vested restricted stock units that were granted in 2023, the vesting of which was contingent on the Issuer's total shareholder return relative to a specified peer group during the period from January 1, 2023 through December 31, 2025 (the "2023-2025 PSUs"). The shares underlying the 2023-2025 PSUs became payable as of January 5, 2026 following certification of the Issuer's achievement of the relevant performance criteria by the CLDC.

4. Awarded under the Issuer's 2022 Incentive Plan.

5. Shares withheld for the payment of taxes in connection with the settlement of the 2023-2025 PSUs.

6. Shares withheld for payment of taxes on restricted stock units awarded in 2023, 2024 and 2025.

7. Shares withheld for the payment of taxes in connection with the settlement of 2022 Breakout Performance Units.

	/s/ Amanda J. Skov, Attorney-in-Fact for Robert S. Wetherbee	01/07/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did ATI (ATI) disclose for January 5, 2026?

ATI disclosed that Executive Chairman Robert S. Wetherbee settled previously granted equity awards on January 5, 2026, including Performance Stock Units and performance-vested restricted stock units that converted into shares of ATI common stock.

How many ATI shares did Robert S. Wetherbee acquire from equity awards?

Wetherbee acquired 362,644 shares of ATI common stock from 2022 Breakout Performance Stock Units and 185,276 shares from 2023–2025 performance-vested restricted stock units, both at an exercise price of $0.00 per share.

How many ATI shares were withheld for taxes in this Form 4 filing?

The company withheld 69,369, 72,907 and 16,021 shares of ATI common stock to pay taxes related to the settlement of the 2022 Breakout Performance Units, 2023–2025 PSUs, and other restricted stock units.

What price was used to value ATI shares withheld for taxes?

The shares withheld for tax payments were valued at $121.08 per share, which represents the average of the high and low trading prices of ATI common stock on the NYSE on January 5, 2026.

How many ATI shares does Robert S. Wetherbee own after these transactions?

Following the reported transactions, Wetherbee directly beneficially owned 389,623.3409 shares of ATI common stock and 64,102 Performance Stock Units remained outstanding.

Were the Performance Stock Units in ATI based on specific performance goals?

Yes. The 2022 Breakout Performance Units vested based on ATI’s stock price reaching specified targets over a 20-trading-day average before December 31, 2025, and the 2023–2025 PSUs vested based on total shareholder return relative to a peer group over the 2023–2025 period.