---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-25-006876"
form_type: "8-K"
ticker: null
cik: "0001815849"
company_name: "ATI Physical Therapy, Inc."
filed_at: "2025-03-04T23:59:59+00:00"
generated_at: "2026-05-25T15:06:20.694004+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# ATI Physical Therapy closes $26M 8% second lien PIK convertible note; conversion at $1.35 per share

## Summary
- Issued $26M second lien PIK convertible notes to existing preferred equity holders; matures Aug 24, 2028, 8% interest payable in-kind quarterly.
- Conversion price $1.35 per share, convertible into up to 19.26M shares; existing Convertible Notes conversion price also adjusted to $1.35.
- Significant stockholders hold ~98.6% of shares on as-converted basis; agreed not to pursue short-form merger below $2.85/share for 12 months.
- Company intends to deregister common stock from SEC reporting requirements as shares held by 300 or fewer holders of record.
- Stock now trades on OTC Pink Sheets after NYSE delisting on Dec 3-4, 2024.

## SEC filing metadata
- accession: 0001140361-25-006876
- form_type: 8-K
- cik: 0001815849
- company_name: ATI Physical Therapy, Inc.
- filed_at: 2025-03-04T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1815849/000114036125006876/0001140361-25-006876-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1815849/000114036125006876/ef20044713_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-25-006876
- JSON: https://secwatch.observer/filing/0001140361-25-006876.json
- Plain text: https://secwatch.observer/filing/0001140361-25-006876.txt

## Key facts
- Debt Financings
  ATI Physical Therapy, Inc. incurred convertible notes of $26 million with Fourth Amendment Purchasers at 8% per annum, payable quarterly in-kind maturing August 24, 2028.
  - Instrument: convertible notes
  - Principal: $26 million
  - Counterparty: Fourth Amendment Purchasers
  - Rate: 8% per annum, payable quarterly in-kind
  - Maturity: August 24, 2028
  - Event: incurrence
  source text: On March 3, 2025 (the “ Closing Date ”), the Company, Wilco, Holdings, Opco, the subsidiary guarantors party thereto, the Purchasers party thereto (in such capacity, the “ Fourth Amendment Purchasers ”) and the Purchaser Representative, entered into the Fourth Amendment to the Note Purchase Agreement (the “ Fourth Amendment ” and together with the Original Note Purchase Agreement, the “ Note Purchase Agreement ”), pursuant to which the Company issued to the Fourth Amendment Purchasers new second lien PIK convertible notes in aggregate principal amount of $26 million (the “ Fourth Amendment Notes ”). The Fourth Amendment Notes were funded on the Closing Date. The Fourth Amendment Notes will mature on August 24, 2028 and will bear interest at a rate of 8% per annum, payable quarterly in-kind in the form of additional Fourth Amendment Notes by capitalizing the amount of such interest on the outstanding principal balance of the Fourth Amendment Notes in arrears on each interest payment dat
  evidence_url: https://www.sec.gov/Archives/edgar/data/1815849/000114036125006876/0001140361-25-006876-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.