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): September 1025, 2025 (September 919, 2025)

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.)
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)


2021 McKinney Avenue, Dallas, Texas		75201
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (800) 289-7545

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 (see General Instruction A.2. below):

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communication 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		TradingSymbol(s)		Name of each ~~exchangeon~~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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5 1.~~02. Departure~~01 ofEntry ~~Directors~~into ora ~~Certain~~Material ~~Officers;~~Definitive ~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~(b)~~ On September 919, 2025, ~~Donald~~ATI P.Specialty ~~Newman~~Materials, ~~Executive~~LLC ~~Vice~~(the ~~President~~“Company”), ~~Finance~~an ~~and~~indirect ~~Chief~~wholly-owned ~~Financial~~subsidiary ~~Officer~~ of ATI Inc. (“ATI”), entered into a three-year, $125 million accounts receivable securitization facility (the “~~Company~~Facility”) ~~advised~~pursuant to (i) a First Tier Purchase and Sale Agreement (the “First Tier Agreement”) among the Company, as Servicer and as the Originator, and ATI Securitization Holdings LLC, a bankruptcy-remote special purpose entity that heis ~~will~~a ~~retire~~direct ~~from~~wholly-owned subsidiary of the Company on(“Holdings”), ~~March 1~~as Buyer, ~~2026.~~(ii) a ~~The~~Second Tier Purchase and Sale and Agreement (the “Second Tier Agreement”) among the Company, as Servicer, Holdings, as Seller, and ATI Securitization LLC, a bankruptcy-remote special purpose entity that is ~~conducting~~a direct wholly-owned subsidiary of Holdings (the “SPE”), and (iii) a ~~process~~Receivables Purchase and Financing Agreement (the “Receivables Purchase and Financing Agreement” and, together with the First Tier Agreement and the Second Tier Agreement, the “Agreements”) among the SPE, the Company, as Servicer (the “Servicer”), the purchaser/lenders that are parties thereto from time to ~~identify~~time ~~his~~(collectively, ~~successor~~the “Purchaser/Lenders”), and PNC Bank, National Association, as Administrative Agent (the “Administrative Agent”), and PNC Capital Markets LLC, as Structuring Agent.

ToUnder ~~smoothly~~the ~~transition~~Agreements, ~~his~~the ~~duties~~Originator ~~and~~has ~~knowledge~~sold ~~once~~or ~~his successor is identified~~contributed, ~~Mr. Newman~~and iswill ~~expected~~continue to ~~provide~~sell ~~consulting~~or ~~services~~contribute toon ~~the~~an ~~Company~~ongoing ~~for~~basis, acertain ~~period~~ of ~~ten~~its ~~months~~receivables, ~~following~~to ~~his~~Holdings ~~retirement (through January 2027)~~which, ~~during which time and~~ in ~~consideration for his services~~turn, ~~the~~has ~~Company~~sold ~~will~~or ~~pay Mr. Newman $10~~contributed,~~000~~ ~~per~~and ~~month. Additionally, the Company~~ will ~~reimburse~~continue ~~Mr. Newman a portion of the cost of COBRA coverage in an amount equal~~ to ~~the~~sell ~~difference~~or ~~between~~contribute, ~~the~~all ~~premium~~such ~~payable~~receivables ~~with respect~~ to ~~coverage for Mr. Newman and his dependent and~~ the amount that he would have paid for coverage under the Company’s health benefits programs had be remained employed by the Company until the earlier of 18 months following the date of his retirement or until he otherwise becomes ineligible for COBRA coverageSPE. ~~Any~~The ~~equity~~SPE ~~awards~~may ~~outstanding~~borrow atand ~~the~~incur ~~time~~indebtedness offrom, ~~his retirement will vest according to their existing terms~~ and/or ~~conditions~~sell ~~(including~~receivables ~~retirement vesting~~ to, the ~~extent~~Purchaser/Lenders ~~applicable~~in ~~for~~an ~~such~~amount ~~awards~~not ~~and for which the Company has agreed~~ to ~~waive~~exceed ~~required notice periods), and Mr.~~$125 ~~Newman~~million ~~will~~in bethe ~~subject to customary affirmative and negative covenants~~aggregate.

~~The~~Amounts ~~Company~~outstanding ~~issued~~under athe ~~press~~Receivables ~~release~~Purchase and Financing Agreement accrue interest based on ~~September 10~~either the forward-looking term rate based on the secured overnight financing rate as administered by the Federal Reserve Bank of New York (“SOFR Rate”) for a one-month period or the daily SOFR Rate for a period of one month as of the date of incurrence, ~~2025~~as toselected ~~announce~~by Mrthe SPE. ~~Newman’s~~ ~~planned~~The ~~retirement~~Agreements include customary fees, ~~which~~conditions, isrepresentations ~~attached~~and aswarranties, ~~Exhibit~~indemnification 99provisions, covenants and events of default.1 toReceivables ~~this~~in ~~Current~~the ~~Report~~Facility onare ~~Form~~subject ~~8-K~~to certain criteria, limits and reserves.

~~(d) On~~As of September 1025, 2025, ~~the~~approximately ~~Company~~$80 million ~~announced that its Board~~ of ~~Directors~~loans ~~(the “Board”) expanded the size of the Board from ten to twelve directors~~ and/or ~~appointed~~investments ~~Elizabeth~~were ~~Lund~~outstanding tounder the ~~Board~~Facility. asThe anFacility ~~independent~~has ~~Class III Director, with~~ a ~~term expiring at the Company’s 2026 Annual Meeting of Stockholders, and Jean Lydon~~three-~~Rodgers~~year ~~to the Board as an independent Class II Director, with a~~ term ~~expiring at the Company’s 2028 Annual Meeting of Stockholders, in each case effective November 1, 2025~~. ~~Ms. Lund and Ms. Lydon-Rodgers each will serve on the Audit and Risk Committee of the Board.~~

~~Ms. Lund~~Certain ~~retired in March 2025 following a 34-year career with Boeing Co., having most recently served as Senior Vice President~~ of ~~Quality~~the ~~for~~Secured ~~Boeing~~Parties ~~Commercial Airplanes~~ and astheir ~~Chair~~affiliates ofhave ~~Boeing’s~~provided ~~Enterprise~~and ~~Quality~~may, ~~Operations~~from ~~Council.~~time ~~From 2021~~ to ~~2024~~time, ~~she~~continue ~~was~~to ~~Senior~~provide ~~Vice~~investment ~~President~~banking, ~~Airplane~~financial ~~Programs~~advisory, ~~with~~lending ~~responsibility for production~~ and/or ~~delivery across all~~ commercial ~~aircraft,~~banking ~~and~~services ~~from 2019~~ to ~~2021~~ATI, ~~served~~the asCompany ~~Vice President~~ and ~~General~~their ~~Manager~~affiliates, ~~Supply~~for ~~Chain.~~which ~~overseeing~~they ~~3,000~~have ~~suppliers in 41 countries. Earlier in her career~~received, ~~Ms. Lund held numerous executive leadership positions in engineering, program management, manufacturing~~ and ~~supplier~~may management across Boeing’s Commercial Airplanes business. Over her 34-year career, she drove major turnarounds, including tripling aircraft delivery performance during a critical production ramp and implementing enterprise-wide safety and quality reforms with the Federal Aviation Administration. Ms. Lund received the Women in ~~Aerospace Outstanding Achievement Award in 2015. She holds a BS in Mechanical Engineering from~~ the ~~University~~future ofreceive, ~~Tulsa~~customary ~~and~~compensation ~~an MS in Mechanical~~ and ~~Aerospace~~reimbursement ~~Engineering from the University~~ of ~~Missouri-Columbia~~expenses.

MsItem 2. ~~Lydon-Rodgers~~03 ~~retired~~Creation inof ~~2021 following~~ a ~~35-year~~Direct ~~career~~Financial ~~with~~Obligation ~~GE,~~or ~~having~~an ~~most~~Obligation ~~recently~~under ~~served~~an asOff-Balance ~~President and Chief Executive Officer of GE Aviation Services, from 2016 until 2021, overseeing the company’s global aftermarket services division delivering lifecycle support~~ Sheet

~~for~~Arrangement ~~its 37,000 commercial aircraft engines. From 2009 to 2016, she was President and Chief Executive Officer~~ of GE Aviation Military Systems, with responsibility for the development, production, and aftermarket support of 24,000 fixed-wing, helicopter and marine engines for the U.S. Department of Defense and international military customers. Earlier in her career, Ms. Lydon-Rodgers held a series of executive leadership positions with GE Aviation, including as Vice President of the F136 Engine Program at GE Aviation and President and Chair of the Board of the GE Rolls-Royce Fighter Engine Team, leading a joint venture between GE and Rolls-Royce responsible for the development of the Joint Strike Fighter F136 Propulsion SystemRegistrant. Ms. Lydon-Rodgers has been recognized for her industry leadership, including service on the FAA/DOT Women in Aviation Advisory Board and the Distinguished Stateswoman of Aviation Award from the National Aeronautic Association in 2021. She holds an MBA in Finance from Xavier University and a BS in Electrical Engineering from Penn State University.

Both Ms. Lund and Ms. Lydon-Rodgers bring significant senior leadership experience, extensive expertise in the Company’s core aerospace and defense markets, and deep manufacturing knowledge to the Board. The ~~Board~~disclosure ~~has~~set ~~determined~~forth ~~that Ms. Lund and Ms. Lydon-Rodgers each are independent directors under applicable New York Stock Exchange listing requirements and the Board’s own independence standards, which are included~~ in ~~the~~Item ~~Company’s Corporate Governance Guidelines~~1.01 ~~As non-employee members~~ of ~~the~~this ~~Board,~~Current ~~they~~Report ~~each~~is ~~will~~incorporated ~~receive~~by ~~the~~reference ~~standard~~into ~~compensation~~this ~~paid~~Item ~~to non-employee directors for service on the Board, as described in the Company’s proxy statement filed with the Securities and Exchange Commission on March 27, 2025~~2.03.

There is no arrangement or understanding between either Ms. Lund or Ms. Lydon-Rodgers and any other person pursuant to which they were selected as directors. There have been no transactions since the beginning of the Company’s last fiscal year, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Ms. Lund or Ms. Lydon-Rodgers, or any member of their immediately families had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K.

The Company issued a press release on September 10, 2025 to announce the appointment of Ms. Lund and Ms. Lydon-Rodgers to the Board, which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

(e) The disclosure set forth above under Item 5.02(a) is hereby incorporated by reference into this Item 5.02(e).

Item 9.01.

Exhibit

(d)	99.1	Press Release dated September 10, 2025
	99.2	Press Release dated September 10, 2025
	104	Cover Page Interactive Data File


(d)		104		Cover Page Interactive Data File

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/ Donald P. Newman
		Donald P. Newman
		Executive Vice President, Finance and Chief Financial Officer

Dated: September 25, 2025

/s/ Vaishali S. Bhatia

Vaishali S. Bhatia

Senior Vice President, General Counsel and Chief Compliance Officer

Dated: September 10, 2025

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