Form 4: ATI Executive's Performance Equity Awards Settle

ATI Executive Chairman Robert S. Wetherbee reported the settlement of performance-based equity awards, including performance stock units and restricted stock units, on January 5, 2026.

Summary

• Robert S. Wetherbee, Executive Chairman and Director of ATI INC, reported transactions on January 5, 2026, related to the settlement of equity awards.
• 362,644 Performance Stock Units (2022 Breakout Performance Units) settled at a price of $0.00, contributing to a beneficial ownership of 186,538.3409 shares.
• 185,276 performance-vested restricted stock units (2023-2025 PSUs) settled at a price of $0.00, increasing beneficial ownership to 478,551.3409 shares.
• Shares were withheld for tax payments: 69,369 shares from the 2022 Breakout PSUs, 72,907 shares from the 2023-2025 PSUs, and 16,021 shares from other restricted stock units awarded in 2023, 2024, and 2025, all at an average price of $121.08 per share.
• Following all reported transactions, Wetherbee directly beneficially owns 389,623.3409 shares of ATI Common Stock.
• The 2022 Breakout Performance Units were contingent on ATI's common stock achieving specified target market prices (based on a 20-trading day average) on the NYSE for at least 20 consecutive trading days prior to December 31, 2025.
• The 2023-2025 PSUs were contingent on ATI's total shareholder return relative to a specified peer group during the period from January 1, 2023, through December 31, 2025.
• The Compensation and Leadership Development Committee (CLDC) of ATI's Board of Directors certified the achievement of the relevant performance criteria for both awards.

Sentiment

Score: 7

Explanation: The settlement of performance-based equity awards indicates that the company met its pre-defined performance targets related to stock price and total shareholder return, which is generally a positive sign for company performance and executive incentive alignment.

Positives

• ATI achieved specified target market prices for its common stock, leading to the settlement of 2022 Breakout Performance Units.
• ATI's total shareholder return relative to its peer group met performance criteria, leading to the settlement of 2023-2025 Performance-Vested Restricted Stock Units.
• The Compensation and Leadership Development Committee certified the achievement of these performance criteria, indicating successful company performance against pre-defined metrics.

Future Outlook

The remaining half of the 2022 Breakout Performance Units are scheduled by their terms to become payable in early 2027.

Management Comments

• The Compensation and Leadership Development Committee of the Company's Board of Directors certified the Issuer's achievement of the relevant performance criteria for the 2022 Breakout Performance Units and the 2023-2025 PSUs.

Industry Context

This Form 4 filing details routine insider transactions related to executive compensation, specifically the vesting and settlement of performance-based equity awards. Such filings are common across publicly traded companies as part of their executive incentive programs, aligning management interests with shareholder value creation based on pre-defined performance metrics.

Corporate Governance

Stakeholder Impact

• Shareholders: The vesting of performance-based equity awards suggests that the company has met its performance targets, which aligns management's interests with shareholder value creation and could be viewed positively.
• Employees (Executive): Robert S. Wetherbee received a significant number of shares as a result of the company meeting performance criteria, reflecting successful achievement of his incentive goals.

Next Steps

• The remaining half of the 2022 Breakout Performance Units are scheduled to become payable in early 2027.

Key Dates

Recommendation

This Form 4 reports the routine settlement of previously awarded performance-based equity units for an executive, indicating the company met its performance targets. It does not present new information that would fundamentally alter the investment thesis for ATI, thus a 'hold' recommendation is appropriate.

Keywords

ATI, Wetherbee, Form 4, equity awards, performance stock units, restricted stock units, executive compensation, insider transaction