Foster James Robert 4

What Happened
James R. Foster, ATI’s Senior VP, Finance and Chief Financial Officer, reported multiple award settlements and option/derivative exercises on January 5, 2026. The filing shows Foster acquired 51,909 shares (42,265 shares from exercises/conversions and 9,644 shares from restricted stock awards). To cover tax liabilities, 23,544 shares were withheld/disposed at an average NYSE price of $121.08 on January 5, 2026, generating about $2.85 million in proceeds (reported as tax withholdings/sales).

Key Details

• Transaction date: January 5, 2026; Form 4 filed January 23, 2026 (appears late vs. the typical 2-business-day requirement).
• Shares received/issued (per filing): 51,909 shares total (42,265 + 3,127 + 6,517).
• Shares withheld/disposed for taxes: 23,544 shares (18,453 + 2,835 + 2,256) at $121.08 avg = ~$2,850,707.
• A separate line shows 25,641 derivative units reported as converted/disposed (no cash proceeds reported).
• Notable footnotes: settlements include (i) one-half of certain 2022 “Breakout” Performance Stock Units certified payable as of Jan 5, 2026, (ii) settlement of 2023-2025 performance-vested RSUs, and (iii) vested restricted stock units (one-third tranches). Several shares were withheld specifically to satisfy tax withholding obligations.
• Shares owned after the transactions: not disclosed in the provided filing details.

Context

• These transactions are largely award settlements and exercises with shares withheld to cover tax liabilities (often called a cashless/net settlement). That makes this a routine tax-withholding sale rather than an open-market directional sale by the insider.
• Derivative/option activity: exercises/conversions of performance-based units and RSUs were settled into shares; where taxes were due, shares were withheld/disposed under plan mechanics.
• No 10b5-1 plan or gift notation was specified.