ATI Inc. (NYSE: ATI) CFO settles performance stock and RSU awards

Q: What insider transactions did ATI (ATI) report for its CFO on January 5, 2026?

The filing shows that ATI’s SVP, Finance and CFO James Robert Foster reported several equity transactions on January 5, 2026 , including the settlement of performance stock units and restricted stock units, the receipt of new shares at a stated price of $0 , and share withholdings to cover tax obligations.

Q: What equity awards did ATI's CFO receive in this Form 4 filing?

The Form 4 shows an award of 3,127 restricted stock units that vest in three equal annual installments and 6,517 shares from performance-vested restricted stock units granted in 2023, each reported at a price of $0 and awarded under ATI’s incentive plans.

Q: What are ATI's 2022 Breakout Performance Units mentioned in the Form 4?

The 2022 Breakout Performance Units are performance stock units that could pay up to three shares per unit if ATI’s stock met specified target market prices, based on a 20-trading-day average on the NYSE before December 31, 2025 . One-half of these units became payable as of January 5, 2026 after the Compensation and Leadership Development Committee certified that the performance criteria were achieved, with the remaining half scheduled to become payable in early 2027.

Q: Why were ATI shares withheld at $121.08 in the CFO's Form 4?

The filing notes that 18,453 , 2,835 , and 2,256 shares of ATI common stock were withheld to pay taxes related to the settlement of performance stock units and restricted stock units. The $121.08 figure represents the average of the high and low trading prices of ATI common stock on the NYSE on January 5, 2026 , which was used as the tax withholding price.

Q: What are ATI's 2023–2025 PSUs referenced in the ATI (ATI) Form 4?

The 2023–2025 PSUs are performance-vested restricted stock units granted in 2023, with vesting contingent on ATI’s total shareholder return relative to a specified peer group over the period from January 1, 2023 through December 31, 2025 . Shares underlying these units became payable as of January 5, 2026 after certification of the performance results by the Compensation and Leadership Development Committee.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

ATI Inc.'s SVP, Finance and CFO James Robert Foster reported multiple equity-related transactions on January 5, 2026. He received 3,127 restricted stock units that vest in three equal annual installments and 6,517 shares from performance-vested restricted stock units granted in 2023, both at a stated price of $0 under the company’s incentive plans.

The filing also shows settlement of 2022 performance stock units after the Compensation and Leadership Development Committee certified achievement of stock price targets, and settlement of 2023–2025 performance stock units tied to relative total shareholder return. To cover taxes on these vestings, 18,453, 2,835, and 2,256 shares were withheld at an average market price of $121.08 per share. Following these transactions, Foster directly beneficially owned 57,987 shares of ATI common stock.

Insider Trade Summary

25,641 shares exercised/converted

Mixed 7 txns

Insider Foster James Robert

Role SVP, Finance and CFO

Type	Security	Shares	Price	Value
Exercise	Performance Stock Unit	25,641	$0.00	--
Grant/Award	Common Stock, par value $0.10 per share	3,127	$0.00	--
Exercise	Common Stock, par value $0.10 per share	42,265	$0.00	--
Tax Withholding	Common Stock, par value $0.10 per share	18,453	$121.08	$2.23M
Grant/Award	Common Stock, par value $0.10 per share	6,517	$0.00	--
Tax Withholding	Common Stock, par value $0.10 per share	2,835	$121.08	$343K
Tax Withholding	Common Stock, par value $0.10 per share	2,256	$121.08	$273K

Holdings After Transaction: Performance Stock Unit — 25,641 shares (Direct); Common Stock, par value $0.10 per share — 32,749 shares (Direct)

Footnotes (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 →

01/23/2026 - 05:23 PM

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^*

Foster James Robert

(Last)

(First)

(Middle)

C/O ATI INC.

2021 MCKINNEY AVENUE

(Street)

DALLAS

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)
	SVP, Finance and CFO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.10 per share	01/05/2026		A		3,127⁽¹⁾	A	$0⁽²⁾	32,749	D
Common Stock, par value $0.10 per share	01/05/2026		M		42,265	A	$0.00⁽³⁾	75,014	D
Common Stock, par value $0.10 per share	01/05/2026		F		18,453⁽⁴⁾	D	$121.08⁽⁵⁾	56,561	D
Common Stock, par value $0.10 per share	01/05/2026		A		6,517⁽⁶⁾	A	$0.00⁽²⁾	63,078	D
Common Stock, par value $0.10 per share	01/05/2026		F		2,835⁽⁷⁾	D	$121.08⁽⁵⁾	60,243	D
Common Stock, par value $0.10 per share	01/05/2026		F		2,256⁽⁸⁾	D	$121.08⁽⁵⁾	57,987	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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 James Robert Foster	01/23/2026
	** 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).
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Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did ATI (ATI) report for its CFO on January 5, 2026?

The filing shows that ATI’s SVP, Finance and CFO James Robert Foster reported several equity transactions on January 5, 2026, including the settlement of performance stock units and restricted stock units, the receipt of new shares at a stated price of $0, and share withholdings to cover tax obligations.

How many ATI shares does CFO James Robert Foster own after these Form 4 transactions?

After the reported transactions on January 5, 2026, James Robert Foster directly beneficially owned 57,987 shares of ATI Inc. common stock.

What equity awards did ATI's CFO receive in this Form 4 filing?

The Form 4 shows an award of 3,127 restricted stock units that vest in three equal annual installments and 6,517 shares from performance-vested restricted stock units granted in 2023, each reported at a price of $0 and awarded under ATI’s incentive plans.

What are ATI's 2022 Breakout Performance Units mentioned in the Form 4?

The 2022 Breakout Performance Units are performance stock units that could pay up to three shares per unit if ATI’s stock met specified target market prices, based on a 20-trading-day average on the NYSE before December 31, 2025. One-half of these units became payable as of January 5, 2026 after the Compensation and Leadership Development Committee certified that the performance criteria were achieved, with the remaining half scheduled to become payable in early 2027.

Why were ATI shares withheld at $121.08 in the CFO's Form 4?

The filing notes that 18,453, 2,835, and 2,256 shares of ATI common stock were withheld to pay taxes related to the settlement of performance stock units and restricted stock units. The $121.08 figure represents the average of the high and low trading prices of ATI common stock on the NYSE on January 5, 2026, which was used as the tax withholding price.

What are ATI's 2023–2025 PSUs referenced in the ATI (ATI) Form 4?

The 2023–2025 PSUs are performance-vested restricted stock units granted in 2023, with vesting contingent on ATI’s total shareholder return relative to a specified peer group over the period from January 1, 2023 through December 31, 2025. Shares underlying these units became payable as of January 5, 2026 after certification of the performance results by the Compensation and Leadership Development Committee.