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ATI Inc. (NYSE: ATI) insider details PSU vesting, RSUs and tax shares

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

ATI Inc. Senior VP and CDIO Timothy J. Harris reported several equity compensation transactions dated January 5, 2026. He received 2,677 restricted stock units that will settle in shares under ATI’s 2022 Incentive Plan, and performance stock units granted in 2022 were partially settled into 70,442 shares of common stock after the Compensation and Leadership Development Committee certified performance goals.

Performance-vested restricted stock units granted in 2023, tied to total shareholder return from 2023–2025, were also settled into 46,318 shares. To cover taxes on these vestings and on earlier restricted stock awards, the company withheld 30,918, 20,283, and 3,359 shares at a price based on the average high and low ATI trading prices on the New York Stock Exchange on January 5, 2026. After these transactions, Harris directly owned 163,187 shares of ATI common stock.

Positive

  • None.

Negative

  • None.
Insider Harris Timothy J
Role Senior VP and CDIO
Type Security Shares Price Value
Exercise Performance Stock Unit 25,641 $0.00 --
Grant/Award Common Stock, par value $0.10 per share 2,677 $0.00 --
Exercise Common Stock, par value $0.10 per share 70,442 $0.00 --
Tax Withholding Common Stock, par value $0.10 per share 30,918 $121.08 $3.74M
Grant/Award Common Stock, par value $0.10 per share 46,318 $0.00 --
Tax Withholding Common Stock, par value $0.10 per share 20,283 $121.08 $2.46M
Tax Withholding Common Stock, par value $0.10 per share 3,359 $121.08 $407K
Holdings After Transaction: Performance Stock Unit — 25,641 shares (Direct); Common Stock, par value $0.10 per share — 100,987 shares (Direct)
Footnotes (1)
  1. Award of restricted stock units, which are settled in shares of stock upon vesting. The award vests in three equal annual installments on each of the first three anniversaries of the grant date. Awarded under the Issuer's 2022 Incentive Plan. 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. Shares withheld for the payment of taxes in connection with the settlement of 2022 Breakout Performance Units. 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. 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. Shares withheld for the payment of taxes in connection with the settlement of the 2023-2025 PSUs. Shares withheld for payment of taxes on restricted stock units awarded in 2023, 2024 and 2025. One third of each such award vested by the terms thereof on January 5, 2026.
Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Harris Timothy J
(Last) (First) (Middle)
C/O ATI INC.
2021 MCKINNEY AVE., 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior VP and CDIO
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 A 2,677(1) A $0(2) 100,987 D
Common Stock, par value $0.10 per share 01/05/2026 M 70,442 A $0.00(3) 171,429 D
Common Stock, par value $0.10 per share 01/05/2026 F 30,918(4) D $121.08(5) 140,511 D
Common Stock, par value $0.10 per share 01/05/2026 A 46,318(6) A $0.00(2) 186,829 D
Common Stock, par value $0.10 per share 01/05/2026 F 20,283(7) D $121.08(5) 166,546 D
Common Stock, par value $0.10 per share 01/05/2026 F 3,359(8) D $121.08(5) 163,187 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(3) 01/05/2026 M 25,641 12/31/2026(3) 12/31/2026(3) Common Stock, par value $0.10 per share 70,442 $0.00(3) 25,641 D
Explanation of Responses:
1. Award of restricted stock units, which are settled in shares of stock upon vesting. The award vests in three equal annual installments on each of the first three anniversaries of the grant date.
2. Awarded under the Issuer's 2022 Incentive Plan.
3. 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.
4. Shares withheld for the payment of taxes in connection with the settlement of 2022 Breakout Performance Units.
5. 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.
6. 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.
7. Shares withheld for the payment of taxes in connection with the settlement of the 2023-2025 PSUs.
8. Shares withheld for payment of taxes on restricted stock units awarded in 2023, 2024 and 2025. One third of each such award vested by the terms thereof on January 5, 2026.
/s/ Amanda J. Skov, Attorney-in-Fact for Timothy J. Harris 01/07/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did ATI (ATI) report for Timothy J. Harris on January 5, 2026?

ATI reported that Timothy J. Harris, Senior VP and CDIO, had multiple equity compensation events on January 5, 2026, including the settlement of performance stock units into common shares, a new restricted stock unit award, and share withholdings to pay taxes.

How many ATI common shares did Timothy J. Harris own after these Form 4 transactions?

Following the reported transactions, Timothy J. Harris directly owned 163,187 shares of ATI Inc. common stock.

What performance-based awards for ATI (ATI) vested for Timothy J. Harris?

One-half of the 2022 Breakout Performance Units vested and were settled into 70,442 shares of common stock after ATI’s performance targets were certified. In addition, 46,318 shares were issued upon settlement of 2023–2025 performance-vested restricted stock units tied to total shareholder return.

Why were some ATI shares withheld in Timothy J. Harris’s Form 4 filing?

ATI withheld 30,918 shares to pay taxes on the settlement of the 2022 Breakout Performance Units, 20,283 shares for taxes on the 2023–2025 performance stock units, and 3,359 shares for taxes on time-based restricted stock units that vested on January 5, 2026.

What new restricted stock units did ATI grant to Timothy J. Harris?

ATI granted 2,677 restricted stock units to Timothy J. Harris. These units were awarded under the 2022 Incentive Plan and will be settled in shares upon vesting, in three equal annual installments on each of the first three anniversaries of the grant date.

What was the reference price used for ATI share tax withholdings on January 5, 2026?

The tax-related share withholdings used a price of $121.08 per share, which represents the average of the high and low trading prices for ATI common stock on the New York Stock Exchange on January 5, 2026.