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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 10, 2025 (September 9, 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.) |
| 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) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 |
Trading |
Name of each exchange |
||
| 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On September 9, 2025, Donald P. Newman, Executive Vice President, Finance and Chief Financial Officer of ATI Inc. (the “Company”) advised the Company that he will retire from the Company on March 1, 2026. The Company is conducting a process to identify his successor.
To smoothly transition his duties and knowledge once his successor is identified, Mr. Newman is expected to provide consulting services to the Company for a period of ten months following his retirement (through January 2027), during which time and in consideration for his services, the Company will pay Mr. Newman $10,000 per month. Additionally, the Company will reimburse Mr. Newman a portion of the cost of COBRA coverage in an amount equal to the difference between the premium payable 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 coverage. Any equity awards outstanding at the time of his retirement will vest according to their existing terms and conditions (including retirement vesting to the extent applicable for such awards and for which the Company has agreed to waive required notice periods), and Mr. Newman will be subject to customary affirmative and negative covenants.
The Company issued a press release on September 10, 2025 to announce Mr. Newman’s planned retirement, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
(d) On September 10, 2025, the Company announced that its Board of Directors (the “Board”) expanded the size of the Board from ten to twelve directors and appointed Elizabeth Lund to the Board as an independent Class III Director, with a term expiring at the Company’s 2026 Annual Meeting of Stockholders, and Jean Lydon-Rodgers 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 retired in March 2025 following a 34-year career with Boeing Co., having most recently served as Senior Vice President of Quality for Boeing Commercial Airplanes and as Chair of Boeing’s Enterprise Quality Operations Council. From 2021 to 2024, she was Senior Vice President, Airplane Programs, with responsibility for production and delivery across all commercial aircraft, and from 2019 to 2021 served as Vice President and General Manager, Supply Chain. overseeing 3,000 suppliers in 41 countries. Earlier in her career, Ms. Lund held numerous executive leadership positions in engineering, program management, manufacturing and supplier 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 of Tulsa and an MS in Mechanical and Aerospace Engineering from the University of Missouri-Columbia.
Ms. Lydon-Rodgers retired in 2021 following a 35-year career with GE, having most recently served as President and Chief Executive Officer of GE Aviation Services, from 2016 until 2021, overseeing the company’s global aftermarket services division delivering lifecycle support for 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 System. 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 has determined 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 Company’s Corporate Governance Guidelines. As non-employee members of the Board, they each will receive the standard compensation paid 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.
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 | |||
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/ Vaishali S. Bhatia |
|||||
| Vaishali S. Bhatia | ||||||
| Senior Vice President, General Counsel and Chief Compliance Officer | ||||||
| Dated: September 10, 2025 | ||||||
Exhibit 99.1
|
NEWS RELEASE |
| ATI Inc. | Investor Contact: | Media Contact: | ||
| Corporate Headquarters | David Weston | Natalie Gillespie | ||
| 2021 McKinney Avenue, Suite 1100 | 412.394.2908 | 412.389.3124 | ||
| Dallas, TX 75201 U.S.A. | David.Weston@ATImaterials.com | Natalie.Gillespie@ATImaterials.com | ||
| www.ATImaterials.com | ||||
ATI Chief Financial Officer Don Newman Announces Retirement
Search for successor underway
Dallas, TX—DATE, 2025—ATI Inc. (NYSE: ATI) today announced that Executive Vice President, Finance and Chief Financial Officer Don Newman has informed the Company that he will retire March 1, 2026. As the Company conducts a search for his successor, Newman will continue to serve as Chief Financial Officer until his retirement date. Following his retirement, he will serve the Company in an advisory capacity for a period of time to allow for a smooth handoff.
“Since joining ATI in 2020, Don has been instrumental in shaping ATI’s long-term strategy and strengthening our financial foundation, helping to position the company for continued growth,” said Kimberly A. Fields, President and CEO. “Don led the transformation of ATI’s balance sheet, including optimizing our capital structure, and returning capital to shareholders through share repurchases. Don was a key partner in shaping ATI’s long-term strategic goals, including our transformation to a majority A&D business and driving strong financial performance. On behalf of the Board of Directors and the ATI leadership team, I thank Don for his many contributions and wish him well in retirement. We appreciate his continued partnership through this transition as we execute on our strategy and scale for the next phase of growth.”
Newman commented, “It has been an honor to serve as ATI’s CFO and to work alongside such a dedicated and talented team. I’m proud of what we’ve achieved and confident that ATI is well-positioned for continued success. I look forward to supporting a seamless transition and watching ATI thrive in the years ahead.”
Rob Foster, ATI Vice President of Financial and Operating Strategies, will lead development of ATI’s 2026 financial plan. “Rob most recently served as President of Specialty Alloys & Components and has held leadership roles across every ATI business,” said Fields. “His deep cross-business knowledge and proven track record position him well to ensure continuity and momentum.”
ATI is engaging a leading executive search firm to assist in the search for its next CFO and will consider both external and internal candidates. The Company is focused on identifying a proven finance leader with deep operational experience and a strong track record of performance in complex industrial or aerospace environments.
ATI today reiterated its guidance for the third quarter and full year 2025.
ATI: Proven to Perform
ATI (NYSE: ATI) is a producer of high-performance materials and solutions for the global aerospace and defense markets, and critical applications in electronics, medical and specialty energy. We’re solving the world’s most difficult challenges through materials science. We partner with our customers to deliver extraordinary materials that enable their greatest achievements: their products fly higher and faster, burn hotter, dive deeper, stand stronger and last longer. Our proprietary process technologies, unique customer partnerships and commitment to innovation deliver materials and solutions for today and the evermore challenging environments of tomorrow. We are proven to perform anywhere. Learn more at ATImaterials.com.
This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements in this news release relate to future events and expectations and, as such, constitute forward-looking statements. Forward-looking statements, which may contain such words as “anticipates,” “believes,” “estimates,” “expects,” “would,” “should,” “will,” “will likely result,” “forecast,” “outlook,” “projects,” and similar expressions, are based on management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which we are unable to predict or control. Our performance or achievements may differ materially from those expressed or implied in any forward-looking statements due to the following factors, among others: (a) material adverse changes in economic or industry conditions generally, including global supply and demand conditions and prices for our specialty materials and changes in international trade duties and other aspects of international trade policy; (b) material adverse changes in the markets we serve; (c) our inability to achieve the level of cost savings, productivity improvements, synergies, growth or other benefits anticipated by management from strategic investments and the integration of acquired businesses; (d) volatility in the price and availability of the raw materials that are critical to the manufacture of our products; (e) declines in the value of our defined benefit pension plan assets or unfavorable changes in laws or regulations that govern pension plan funding; (f) labor disputes or work stoppages; (g) equipment outages; (h) business and economic disruptions associated with extraordinary events beyond our control, such as war, terrorism, international conflicts, public health issues, such as epidemics or pandemics, natural disasters and climate-related events that may arise in the future and (i) other risk factors summarized in our Annual Report on Form 10-K for the year ended December 29, 2024, and in other reports filed with the Securities and Exchange Commission. We assume no duty to update our forward-looking statements.
Exhibit 99.2
|
NEWS RELEASE |
| ATI Inc. | Investor Contact: | Media Contact: | ||
| Corporate Headquarters | David Weston | Natalie Gillespie | ||
| 2021 McKinney Avenue, Suite 1100 | 412.394.2908 | 412.389.3124 | ||
| Dallas, TX 75201 U.S.A. | David.Weston@ATImaterials.com | natalie.gillespie@ATImaterials.com | ||
| www.ATImaterials.com | ||||
ATI names aerospace leaders to Board to drive growth
Appointments of experienced leaders strengthen ATI’s position as aerospace and defense leader
DALLAS, TX—September 10, 2025—ATI Inc. (NYSE: ATI) today announced the appointment of two proven aerospace executives, Elizabeth Lund and Jean Lydon-Rodgers, to its Board of Directors effective November 1, 2025. Their extensive leadership in commercial aerospace and defense manufacturing strengthens ATI’s ability to deliver shareholder value and accelerate growth across key markets.
As a transformational Boeing leader, Elizabeth Lund advanced safety, quality, and operational efficiency across commercial airplane programs. 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.
She retired as Senior Vice President of Quality for Boeing Commercial Airplanes and Chair of the Enterprise Quality Operations Council, after previously serving as Senior Vice President of Airplane Programs with responsibility for production and delivery across all commercial aircraft. Earlier, as Vice President and General Manager of Supply Chain, she oversaw 3,000 suppliers in 41 countries, representing more than 65% of airplane production costs — experience directly aligned with ATI’s role in global aerospace supply chains.
Lund holds a BS in Mechanical Engineering from the University of Tulsa and an MS in Mechanical and Aerospace Engineering from the University of Missouri-Columbia. She received the Women in Aerospace Outstanding Achievement Award in 2015.
“Elizabeth’s leadership in operational excellence and quality will help strengthen ATI’s role as a trusted partner for next-generation aerospace platforms,” said ATI Executive Chairman Robert S. Wetherbee. “The board will benefit greatly from her deep expertise in global supply chains.”
“Having led both quality and commercial programs across the airframe sector, I know how critical advanced materials are to performance, safety, and innovation. ATI plays a critical role in the aerospace supply chain. I am honored to help expand its leadership in performance, quality and innovation,” said Lund.
Jean Lydon-Rodgers is an accomplished aerospace executive recognized for driving growth in commercial and military aviation. Over more than three decades, she built deep expertise in engine development, certification, production, and aftermarket services. Most recently, as President and CEO of GE Aviation Services (2016–2021), she led the $15+ billion global aftermarket division and managed a $220 billion backlog of long-term service agreements. Earlier, as President and CEO of GE Aviation Military Systems (2009–2016), she secured major contracts and advanced next-generation platforms for U.S. and allied forces. She also forged strategic partnerships with leading maintenance, repair, and overhaul providers worldwide, expanding her global supply chain expertise.
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.
“Jean is a strategic leader with a proven record of driving growth in industries where ATI thrives,” said Wetherbee. “Her track record in scaling complex supply chains and driving customer-focused growth directly supports ATI’s strategy in aerospace and defense.”
“I’ve seen first-hand that it is essential to have reliable partnerships,” said Lydon-Rodgers. “I look forward to supporting ATI’s growth at this pivotal time, as the company continues collaborating with customers to deliver critical performance.”
“With these appointments, ATI continues to build a board with the expertise to guide strategy, expand shareholder value, and strengthen its leadership across the global aerospace and defense supply chain,” said Wetherbee.
ATI: Proven to Perform.
ATI (NYSE: ATI) is a $3.8 billion global producer of high-performance materials and solutions for the global aerospace and defense markets, and critical applications in electronics, medical and specialty energy. We’re solving the world’s most difficult challenges through materials science. We partner with our customers to deliver extraordinary materials that enable their greatest achievements: their products fly higher and faster, burn hotter, dive deeper, stand stronger and last longer. Our proprietary process technologies, unique customer partnerships and commitment to innovation deliver materials and solutions for today and the evermore challenging environments of tomorrow. We are proven to perform anywhere. Learn more at ATImaterials.com.