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Stockholders' Equity
 12 Months Ended
Dec. 28, 2025
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity
Preferred Stock
Authorized preferred stock may be issued in one or more series, with designations, powers and preferences as shall be designated by the Board of Directors. At December 28, 2025, there were no shares of preferred stock issued.
Dividends
Under the ABL credit facility, there is no limit on dividend declarations or payments provided that the undrawn availability, after giving effect to a particular dividend payment, is at least the greater of $120 million and 20% of the total facility size, after giving effect to any repayment of term loans, and no event of default under the ABL credit facility has occurred and is continuing or would result from paying the dividend.  In addition, there is no limit on dividend declarations or payments if the
undrawn availability is less than the greater of $120 million and 20% of the total facility size, after giving effect to any repayment of term loans, but more than the greater of $75 million and 12.5% of the total facility size, after giving effect to any repayment of term loans, if (i) no event of default has occurred and is continuing or would result from paying the dividend, (ii) the Company demonstrates to the administrative agent that, prior to and after giving effect to the payment of the dividend (A) the undrawn availability, as measured both at the time of the dividend payment and as an average for the 60 consecutive day period immediately preceding the dividend payment, is at least the greater of $75 million and 12.5% of the total facility size, after giving effect to any repayment of term loans, and (B) the Company maintains a fixed charge coverage ratio of at least 1.00:1.00, as calculated in accordance with the terms of the ABL credit facility.
Share-based Compensation
In May 2022, the Company’s stockholders approved the ATI Inc. 2022 Incentive Plan (the “2022 Incentive Plan”). Following adoption, all new share-based compensation awards are being made under the 2022 Incentive Plan. Shares previously remaining available for grant under prior incentive plans, or which become available for award due to the forfeiture or cancellation of prior awards under those prior plans, are available for award under the 2022 Incentive Plan. Outstanding grants previously made under prior incentive plans remain in effect in accordance with relevant terms.
Awards earned under the Company’s share-based incentive compensation programs are paid with shares held in treasury or newly issued shares depending on the level of treasury shares held. At December 28, 2025, 5.2 million shares of common stock were available for future awards under the 2022 Incentive Plan. The general terms of each arrangement granted under the 2022 Incentive Plan, and predecessor plans, the method of estimating fair value for each arrangement, and award activity are reported below.
The Company’s share-based incentive compensation program consists of both service-based and performance/market-based awards. These awards convey participants the right to receive shares of ATI common stock if the service conditions, and performance or market requirements, of the awards are attained.
Service-based awards:
Restricted share units (RSUs) are rights to receive shares of Company stock when the award vests. The RSUs generally vest over three years based on employment service, with one-third of the award vesting on each of the first, second and third anniversaries of the grant date. RSU awards to non-employee directors vest in one year. No dividends are accumulated or paid on the RSUs. The fair value of the RSU award is measured based on the stock price at the grant date.
Compensation expense related to RSU awards was $16.2 million in fiscal year 2025, $16.3 million in fiscal year 2024, and $14.5 million in fiscal year 2023. Approximately $8.6 million of unrecognized fair value compensation expense relating to restricted stock units is expected to be recognized through fiscal year 2028, with $6.6 million expected to be recognized in fiscal year 2026, including estimates of service period forfeitures. Activity under the Company’s RSU awards for the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023 was as follows:
Fiscal Year
(Shares in thousands, $ in millions)202520242023
 Number of
shares/units		Weighted
Average
Grant Date
Fair Value		Number of
shares/units		Weighted
Average Grant
Date Fair
Value		Number of
shares		Weighted
Average Grant
Date Fair
Value
Nonvested, beginning of fiscal year861 $31.0 1,220 $28.0 1,479 $26.0 
Granted272 16.0 465 21.8 512 16.0 
Vested(454)(14.0)(717)(15.3)(729)(13.1)
Forfeited(41)(1.9)(107)(3.5)(42)(0.9)
Nonvested, end of fiscal year638 $31.1 861 $31.0 1,220 $28.0 
Market condition awards:
Beginning in fiscal year 2021, the Company awarded performance stock units (PSUs) with market requirements. Generally, these PSUs are issued at a target number of share units, and the number of shares ultimately awarded is based on the Company's total shareholder return (TSR), which represents the measured return of the Company’s stock price (including assumed dividend reinvestment, if any) compared to the TSR (including assumed dividend reinvestment, if any) of a group of industry peers. These PSU awards are accounted for as a market condition plan with service vesting requirements, with expense recognized over the service period without regard to the level of TSR attainment or shares awarded. The actual number of
shares awarded at the end of the measurement period may range from a minimum of zero to a maximum of two times target. For the fiscal year 2021 and 2022 awards, TSR is determined over eight distinct quarterly periods as measured from January 1 of the grant year of the award through the end of each quarterly period starting with the first quarter ending in the second year following the grant of the award. For the 2023, 2024 and 2025 awards, TSR is determined over four distinct six-month periods as measured from January 1 of the grant year of the award through the end of each six-month period starting with the second quarter ending in the second year following the grant of the award; earned payouts from each TSR measurement period are averaged to determine the final payout at the conclusion of the three-year period. The fair value for this award was determined by using Monte Carlo simulations of stock price correlation, projected dividend yields and other variables over the three-year time horizon matching the TSR measurement period.
In fiscal year 2025, the Company awarded a new one-time grant of PSUs with market requirements, called the Enterprise Value Acceleration award (EVA). The EVA has a target number of share units, and the number of shares awarded is based on the absolute return on the Company’s stock during a four-year measurement period. The service vesting requirements of the EVA award are four years for one half of the award and five years for the remaining half. The EVA award is accounted for as a market condition plan with service vesting requirements, with expense recognized over the service periods without regard to the level of absolute return attainment or shares awarded. The actual number of EVA shares awarded at the end of the measurement period may range from a minimum of zero to a maximum of three times target. The fair value for this award was determined by using Monte Carlo simulations of stock price correlation, projected dividend yields and other variables over the four-year time horizon matching the EVA measurement period.
In fiscal year 2022, the Company awarded a new one-time grant of PSUs with market requirements, called the Breakout Performance Award (BPA). In fiscal year 2025, 229,299 shares were issued due to retirement vesting. In fiscal year 2024, 6,530 shares were issued due to retirement vesting. In fiscal year 2023, 46,046 additional share units under the fiscal year 2022 BPA were awarded to new members of senior management and 4,807 shares were issued due to retirement vesting. The BPA has a target number of share units, and the number of shares awarded is based on the absolute return on the Company’s stock during a four-year measurement period. The service vesting requirements of the BPA award are four years for one half of the award and five years for the remaining half. The BPA award is accounted for as a market condition plan with service vesting requirements, with expense recognized over the service periods without regard to the level of absolute return attainment or shares awarded. The actual number of BPA shares awarded at the end of the measurement period may range from a minimum of zero to a maximum of three times target. The fair value for this award was determined by using Monte Carlo simulations of stock price correlation, projected dividend yields and other variables over the four-year time horizon matching the BPA measurement period.
At December 28, 2025, a maximum of 3.7 million shares have been reserved for issuance for all PSU awards. The Company recognized $12.8 million, $17.8 million and $14.6 million of compensation expense in fiscal years 2025, 2024 and 2023, respectively, for all PSU awards. Forfeited share units in fiscal years 2025, 2024 and 2023 were 7,400, 183,418, and 19,863, respectively, with a weighted average grant date fair value of $0.3 million, $5.1 million, and $0.5 million, respectively.
The fair value of each PSU award, the target share units awarded and projected future compensation expense to be recognized for these awards, including actual and estimated forfeitures at December 28, 2025 was as follows:
(Shares in thousands, $ in millions)
PSU Award Performance PeriodAward Fair ValueDecember 28, 2025 Unrecognized Compensation ExpenseCompensation Expense Expected to be Recognized in the next 12 monthsTarget Share Units
Fiscal Year 2023-2025$12.6 — — 330 
Fiscal Year 2024-2026$13.6 2.7 2.7 262 
Fiscal Year 2025-2027$9.6 6.4 3.0 138 
Fiscal Year 2022-2025 BPA$20.3 1.6 1.6 857 
Fiscal Year 2025-2029 EVA$28.2 28.2 5.7 161 
     Total$38.9 $13.0 
In fiscal year 2025, the 2023 PSU awards vested with relative TSR attainment of 195.6%, resulting in the issuance of 574,396 shares in the first quarter of 2026. In addition, in fiscal year 2025, the first half of the 2022 BPA awards vested with TSR attainment at the maximum level, resulting in the issuance of 807,289 shares in the first quarter of 2026. In fiscal year 2024, the fiscal year 2022 PSU awards vested with relative TSR attainment of 200.0%, resulting in the issuance of 849,422 shares in the first quarter of fiscal year 2025. In fiscal year 2023, the fiscal year 2021 PSU awards vested with relative TSR attainment of 198.5%, resulting in the issuance of 848,194 shares in the first quarter of fiscal year 2024.