false 0000931584 0000931584 2024-01-30 2024-01-30 0000931584 usap:CommonStockParValue0001PerShareCustomMember 2024-01-30 2024-01-30 0000931584 usap:PreferredStockPurchaseRightsCustomMember 2024-01-30 2024-01-30
Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 31, 2024
Universal Stainless & Alloy Products, Inc.

(Exact name of registrant as specified in its charter)
Delaware   001-39467   25-1724540
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
600 Mayer Street, Bridgeville, Pennsylvania   15017
(Address of principal executive offices)   (Zip code)
Registrant's telephone number, including area code: (412) 257-7600
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.):
Written communications 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 communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))
Pre−commencement communications 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 Exchange Act:
Title of Each Class
Name of Each Exchange
on Which Registered
Common Stock, par value $0.001 per share
The Nasdaq Stock Market, LLC
Preferred Stock Purchase Rights
The Nasdaq Stock Market, LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
On January 31, 2024, the Board of Directors of Universal Stainless & Alloy Products, Inc. (the “Company”) determined that Dennis M. Oates would transition from his current position as the Company’s Executive Chairman/Director to a position as a non-employee member of the Company’s Board of Directors, effective February 1, 2024. Mr. Oates will continue to serve as Chair of the Board of Directors and, beginning on February 1, 2024, will be eligible to receive the Company’s standard compensation for its non-employee directors.

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.
/s/ John J. Arminas
John J. Arminas
Vice President, General Counsel and Secretary
Dated: February 6, 2024