ATI Inc. (NYSE: ATI) CEO Kimberly Fields details stock awards and tax share disposals

Rhea-AI Filing Summary

ATI Inc. President and CEO Kimberly A. Fields reported several equity compensation events dated January 5, 2026. She received 12,510 restricted stock units that vest in three equal annual installments and 82,216 shares from performance-vested restricted stock units granted in 2023, all under the company’s 2022 Incentive Plan.

Fields also settled 35,898 performance stock units granted in 2022, which became payable after ATI met specified stock-price performance goals certified by the board’s Compensation and Leadership Development Committee. To cover taxes on these vestings, the company withheld a total of 78,251 shares at an average price of $121.08 per share. After these transactions, Fields directly owned 317,763 shares of ATI common stock and 35,897 performance stock units.

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^*

Fields Kimberly A

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO and Director

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		12,510(1)	A	$0(2)	215,178	D
Common Stock, par value $0.10 per share	01/05/2026		M		98,620	A	$0.00(3)	313,798	D
Common Stock, par value $0.10 per share	01/05/2026		F		38,871(4)	D	$121.08(5)	274,927	D
Common Stock, par value $0.10 per share	01/05/2026		A		82,216(6)	A	$0.00(2)	357,143	D
Common Stock, par value $0.10 per share	01/05/2026		F		32,352(7)	D	$121.08(5)	324,791	D
Common Stock, par value $0.10 per share	01/05/2026		F		7,028(8)	D	$121.08(5)	317,763	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			35,898	12/31/2026(3)	12/31/2026(3)	Common Stock, par value $0.10 per share	98,620	$0.00(3)	35,897	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 Kimberly A. Fields	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did ATI (ATI) report for Kimberly A. Fields?

The report shows Kimberly A. Fields, ATI’s President, CEO and Director, received new restricted and performance-based stock awards and settled prior performance stock units, with some shares withheld to pay taxes.

How many ATI shares does Kimberly A. Fields own after these transactions?

After the reported transactions on January 5, 2026, Kimberly A. Fields directly owned 317,763 shares of ATI common stock and 35,897 performance stock units.

What performance conditions triggered the 2022 ATI performance stock units for Kimberly Fields?

The 2022 Breakout Performance Units paid out because ATI’s common stock achieved specified target market prices on the NYSE, based on a 20-trading-day average before December 31, 2025, and the Compensation and Leadership Development Committee certified the results.

Why were some ATI shares withheld in Kimberly Fields’ Form 4 filing?

Shares labeled with transaction code F, totaling 38,871, 32,352 and 7,028 shares, were withheld to pay taxes on the settlement of performance stock units and restricted stock units.

What price was used for the ATI shares withheld for taxes?

The price of $121.08 per share represents the average of the high and low trading prices for one share of ATI common stock on the NYSE on January 5, 2026, and was used for the tax-withholding share dispositions.

How do the 2023-2025 ATI performance-vested restricted stock units work?

The 2023-2025 PSUs vest based on ATI’s total shareholder return relative to a specified peer group from January 1, 2023 through December 31, 2025; shares became payable on January 5, 2026 after performance certification.