0001666138false00016661382026-02-032026-02-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): February 3, 2026
New Logo.gif
Atkore Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3779390-0631463
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
16100 South Lathrop Avenue, Harvey, Illinois 60426
(Address of principal executive offices) (Zip Code)

(708) 339-1610
(Registrant's telephone number, including area code)

Not Applicable
(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:
☐    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 Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, $.01 par value per shareATKRNew 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 (§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 2.02. Results of Operations and Financial Condition.*
    On February 3, 2026, Atkore International Group Inc. (the "Company" or "Atkore") issued a press release announcing the Company’s financial results for its fiscal 2026 first quarter ended December 26, 2025. A copy of the press release is being furnished as Exhibit 99.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.*
    The slide presentation attached hereto as Exhibit 99.2, and incorporated herein by reference, will be presented to certain Atkore investors on February 3, 2026 and may be used by Atkore in various other presentations to investors.
Item 9.01. Financial Statements and Exhibits.*
Exhibit No.     
Description of Exhibit
99.1 
99.2 
104 Inline XBRL for the cover page of this Current Report on Form 8-K
*
In accordance with General Instruction B.2 of Form 8-K, the information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act"), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.



SIGNATURES

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.

ATKORE INC.



By: /s/ Daniel S. Kelly        
Daniel S. Kelly
Vice President, General Counsel and Secretary

Date: February 3, 2026




atkorelogoa.jpg
Exhibit 99.1
Atkore Inc. Announces First Quarter 2026 Results

Net sales of $655.5 million, down 0.9% versus prior year
Net income per diluted share decreased by $0.87 versus prior year to $0.44; Adjusted net income per diluted share decreased by $0.80 versus prior year to $0.83
Net income decreased by $31.3 million versus prior year to $15.0 million; Adjusted EBITDA decreased by $30.0 million versus prior year to $69.1 million
2026 full-year Adjusted EBITDA outlook midpoint of $350 million; full-year Adjusted net income per diluted share midpoint to $5.30
On January 28, 2026, Atkore’s Board of Directors approved a quarterly dividend payment of $0.33 per share of common stock payable on February 27, 2026 to stockholders of record on February 17, 2026

HARVEY, IL. February 3, 2026 (BUSINESS WIRE) - Atkore Inc. (the “Company” or “Atkore”) (NYSE: ATKR) announced earnings for its fiscal 2026 first quarter ended December 26, 2025.

“Atkore’s first quarter results were above our expectations in several areas of the business,” said Bill Waltz, Atkore President and Chief Executive Officer. “We are pleased to highlight that our results include both volume growth and productivity gains. In addition, during the quarter we divested our Tectron mechanical tube product line which is another action taken as part of our broader review of strategic alternatives. This divestiture helps Atkore focus on its core electrical infrastructure portfolio.”
Waltz continued, “We also recently published our 2025 Sustainability Report highlighting our progress and activities related to environmental health and safety, and employee engagement. We are pleased with what we’ve been able to accomplish across a variety of key areas including the achievement of our Company goals.”

2026 First Quarter Results
Three months ended
(in thousands)December 26, 2025December 27, 2024Change% Change
Net sales
Electrical$469,554 $465,355 $4,199 0.9 %
Safety & Infrastructure186,252 196,724 (10,472)(5.3)%
Eliminations(258)(482)224 (46.5)%
Consolidated operations$655,548 $661,597 $(6,049)(0.9)%
Net (loss) income$15,034 $46,336 $(31,302)(67.6)%
Adjusted EBITDA
Electrical$55,102 $92,387 $(37,285)(40.4)%
Safety & Infrastructure30,187 15,579 14,608 93.8 %
Unallocated(16,143)(8,816)(7,327)83.1 %
Consolidated operations$69,146 $99,150 $(30,004)(30.3)%

1

atkorelogoa.jpg
Exhibit 99.1
Net sales decreased by $6.0 million, or 0.9%, to $655.5 million for the three months ended December 26, 2025, compared to $661.6 million for the three months ended December 27, 2024. The decrease in net sales is primarily attributed to decreased average selling prices across the Company’s products of $18.1 million and the impact of divestitures in fiscal 2025 of $5.2 million, partially offset by increased sales volume of $15.3 million.

Gross profit decreased by $45.2 million, or 26.4%, to $125.9 million for the three months ended December 26, 2025, as compared to $171.1 million for the prior-year period. Gross margin decreased to 19.2% for the three months ended December 26, 2025, as compared to 25.9% for the prior-year period. Gross profit decreased primarily due to declines in average selling prices of $18.1 million and increased input costs of $25.3 million.

Net income decreased by $31.3 million, or 67.6%, to $15.0 million for the three months ended December 26, 2025 compared to $46.3 million of net income for the prior-year period primarily due to lower gross profit of $45.2 million and increased selling, general and administrative expense of $8.1 million partially offset by lower income tax expense of $11.8 million and lower intangible amortization of $5.4 million.

Adjusted EBITDA decreased by $30.0 million, or 30.3%, to $69.1 million for the three months ended December 26, 2025 compared to $99.1 million for the three months ended December 27, 2024. The decrease was primarily due to lower gross profit.

Net income per diluted share prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) was $0.44 for the three months ended December 26, 2025, as compared to $1.31 in the prior-year period. Adjusted net income per diluted share decreased by $0.80 to $0.83 for the three months ended December 26, 2025, as compared to $1.63 in the prior year period. The decrease in diluted earnings per share is primarily attributed to lower net income in the quarter.


Segment Results

Electrical

Net sales increased by $4.2 million, or 0.9%, to $469.6 million for the three months ended December 26, 2025 compared to $465.4 million for the three months ended December 27, 2024. The increase in net sales is primarily attributed to increased sales volume of $23.4 million, partially offset by decreased average selling prices of $18.1 million.

Adjusted EBITDA for the three months ended December 26, 2025 decreased by $37.3 million, or 40.4%, to $55.1 million from $92.4 million for the three months ended December 27, 2024. Adjusted EBITDA margin decreased to 11.7% for the three months ended December 26, 2025 compared to 19.9% for the three months ended December 27, 2024. The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to lower average selling prices and higher input costs.

Safety & Infrastructure

Net sales decreased by $10.5 million, or 5.3%, for the three months ended December 26, 2025 to $186.3 million compared to $196.7 million for the three months ended December 27, 2024. The decrease is primarily attributed to lower sales volume of $8.1 million.

Adjusted EBITDA increased by $14.6 million, or 93.8%, to $30.2 million for the three months ended December 26, 2025 compared to $15.6 million for the three months ended December 27, 2024. Adjusted EBITDA margin increased to 16.2% for the three months ended December 26, 2025 compared to 7.9% for the three months ended December 27, 2024. The increase in Adjusted EBITDA and Adjusted EBITDA margin was largely due to increases associated with improved operational performance and cost control in our mechanical and construction business.



2

atkorelogoa.jpg
Exhibit 99.1
Liquidity & Capital Resources

On January 28, 2026, Atkore’s Board of Directors approved a quarterly dividend payment of $0.33 per share of common stock payable on February 27, 2026 to stockholders of record on February 17, 2026.

Full-Year Outlook1

The Company is maintaining its estimated range for fiscal year 2026 Adjusted EBITDA at $340 to $360 million and Adjusted net income per diluted share at $5.05 to $5.55.

The Company notes that this perspective may vary due to changes in assumptions or market conditions and other factors described under “Forward-Looking Statements.”

Conference Call Information

Atkore management will host a conference call today, February 3, 2026, at 8 a.m. Eastern time, to discuss the Company’s financial results. The conference call may be accessed by dialing (888) 330-2446 (domestic) or (240) 789-2732 (international). The call will be available for replay until February 17, 2026. The replay can be accessed by dialing (800) 770-2030 for domestic callers, or for international callers, (609) 800-9909. The passcode for the live call and the replay is 5592214.

Interested investors and other parties can also listen to a webcast of the live conference call by logging onto the Investor Relations section of the Company’s website at https://investors.atkore.com. The online replay will be available on the same website immediately following the call.

To learn more about the Company, please visit the Company’s website at https://investors.atkore.com.

About Atkore Inc.

Atkore is a leading manufacturer of electrical products for commercial, industrial, data center, telecommunications, and solar applications. With 5,400 employees and $2.9B in sales in fiscal year 2025, we deliver sustainable solutions to meet the growing demands of electrification and digital transformation. To learn more, please visit www.atkore.com.

Dissemination of Company Information
Atkore intends to make future announcements regarding company developments and financial performance through its website, www.atkore.com, as well as through press releases, filings with the Securities and Exchange Commission (the “SEC”), conference calls, media broadcasts, and webcasts.

Media Contact:
Lisa Winter
Vice President - Communications
708-225-2453
AtkoreCommunications@atkore.com

Investor Contact:
Matthew Kline
Vice President - Treasury & Investor Relations
708-225-2116
Investors@atkore.com
1 Reconciliations of the forward-looking full-year 2026 outlook for Adjusted EBITDA and Adjusted net income per diluted share are not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliations. Accordingly, we are relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude these reconciliations.

3

atkorelogoa.jpg
Exhibit 99.1
Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements relating to financial outlook. Some of the forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” or other comparable terms. Forward-looking statements include, without limitation, all matters that are not historical facts. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if our results of operations, financial condition and cash flows, and the development of the market in which we operate, are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.

A number of important factors, including, without limitation, the risks and uncertainties disclosed in the Company’s filings with the SEC including but not limited to the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Additional factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation: declines in, and uncertainty regarding, the general business and economic conditions in the United States and international markets in which we operate; weakness or another downturn in the United States non-residential construction industry; changes in prices of raw materials; pricing pressure, reduced profitability, or loss of market share due to intense competition; availability and cost of third-party freight carriers and energy; high levels of imports of products similar to those manufactured by us; changes in federal, state, local and international governmental regulations and trade policies, including application of tariffs; adverse weather conditions; increased costs relating to future capital and operating expenditures to maintain compliance with environmental, health and safety laws; reduced spending by, deterioration in the financial condition of, or other adverse developments, including inability or unwillingness to pay our invoices on time, with respect to one or more of our top customers; increases in our working capital needs, which are substantial and fluctuate based on economic activity and the market prices for our main raw materials, including as a result of failure to collect, or delays in the collection of, cash from the sale of manufactured products; work stoppage or other interruptions of production at our facilities as a result of disputes under existing collective bargaining agreements with labor unions or in connection with negotiations of new collective bargaining agreements, as a result of supplier financial distress, or for other reasons; widespread outbreak of diseases; changes in our financial obligations relating to pension plans that we maintain in the United States; reduced production or distribution capacity due to interruptions in the operations of our facilities or those of our key suppliers; loss of a substantial number of our third-party agents or distributors or a dramatic deviation from the amount of sales they generate; security threats, attacks, or other disruptions to our information systems, or failure to comply with complex network security, data privacy and other legal obligations or the failure to protect sensitive information; possible impairment of goodwill or other long-lived assets as a result of future triggering events, such as declines in our cash flow projections or customer demand and changes in our business and valuation assumptions; safety and labor risks associated with the manufacture and in the testing of our products; product liability, construction defect and warranty claims and litigation relating to our various products, as well as government inquiries and investigations, and consumer, employment, tort and other legal proceedings; our ability to protect our intellectual property and other material proprietary rights; risks inherent in doing business internationally; changes in foreign laws and legal systems; our inability to introduce new products effectively or implement our innovation strategies; our inability to continue importing raw materials, component parts and/or finished goods; the incurrence of liabilities and the issuance of additional debt or equity in connection with acquisitions, joint ventures or divestitures and the failure of indemnification provisions in our

4

atkorelogoa.jpg
Exhibit 99.1
acquisition agreements to fully protect us from unexpected liabilities; failure to manage acquisitions successfully, including identifying, evaluating, and valuing acquisition targets and integrating acquired companies, businesses or assets; the incurrence of additional expenses, increases in the complexity of our supply chain and potential damage to our reputation with customers resulting from regulations related to “conflict minerals”; disruptions or impediments to the receipt of sufficient raw materials resulting from various anti-terrorism security measures; restrictions contained in our debt agreements; failure to generate cash sufficient to pay the principal of, interest on, or other amounts due on our debt; failure to generate cash sufficient to pay dividends; challenges attracting and retaining key personnel or high-quality employees; future changes to tax legislation; failure to generate sufficient cash flow from operations or to raise sufficient funds in the capital markets to satisfy existing obligations and support the development of our business; and other risks and factors described from time to time in documents that we file with the SEC. The Company assumes no obligation to update the information contained herein, which speaks only as of the date hereof.

Non-GAAP Financial Information

This press release includes certain financial information, not prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). Because not all companies calculate non-GAAP financial information identically (or at all), the presentations herein may not be comparable to other similarly titled measures used by other companies. Further, these measures should not be considered substitutes for the performance measures derived in accordance with GAAP. See non-GAAP reconciliations below in this press release for a reconciliation of these measures to the most directly comparable GAAP financial measures.

Adjusted EBITDA and Adjusted EBITDA Margin

We use Adjusted EBITDA and Adjusted EBITDA margin in evaluating the performance of our business and in the preparation of our annual operating budgets as indicators of business performance and profitability. We believe Adjusted EBITDA and Adjusted EBITDA margin allow us to readily view operating trends, perform analytical comparisons and identify strategies to improve operating performance.

We define Adjusted EBITDA as net income (loss) before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, interest expense, net, stock-based compensation, loss on extinguishment of debt, gains and losses on the divestiture of a business, impairment of assets, certain legal matters, and other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax positions, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, gain on purchase of business, loss on assets held for sale, restructuring costs and transaction costs. We define Adjusted EBITDA margin as Adjusted EBITDA as a percentage of Net sales.

We believe Adjusted EBITDA and Adjusted EBITDA margin, when presented in conjunction with comparable GAAP measures, are useful for investors because management uses Adjusted EBITDA and Adjusted EBITDA margin in evaluating the performance of our business.

Adjusted Net Income and Adjusted Net Income per Share

We use Adjusted net income and Adjusted net income per share in evaluating the performance of our business and profitability. Management believes that these measures provide useful information to investors by offering additional ways of viewing the Company’s results that, when reconciled to the corresponding GAAP measure provide an indication of performance and profitability excluding the impact of unusual and certain non-cash items. We define Adjusted net income as net income before stock-based compensation, loss on extinguishment of debt, loss on assets held for sale, gains and losses on the divestiture of a business (including any additional tax adjustments related to those divestitures), insurance recoveries, asset impairment charges, intangible asset amortization, certain legal matters

5

atkorelogoa.jpg
Exhibit 99.1
and other items, and the income tax expense or benefit on the foregoing adjustments that are subject to income tax. We define Adjusted net income per share as basic and diluted net income per share excluding the per share impact of stock-based compensation, intangible asset amortization, certain legal matters and other items, and the income tax expense or benefit on the foregoing adjustments that are subject to income tax.

Free Cash Flow

We define Free Cash Flow as net cash provided by (used in) operating activities, less capital expenditures. We believe that Free Cash Flow provides meaningful information regarding the Company’s liquidity.

6


ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three months ended
(in thousands, except per share data)December 26, 2025December 27, 2024
Net sales$655,548 $661,597 
Cost of sales529,615 490,509 
Gross profit125,933 171,088 
Selling, general and administrative99,552 91,451 
Intangible asset amortization6,310 11,699 
Operating income20,071 67,938 
Interest expense, net6,899 8,209 
Other (income) expense, net (2,327)1,133 
Income before income taxes15,499 58,596 
Income tax expense465 12,260 
Net income$15,034 $46,336 
Net income per share
Basic$0.44 $1.32 
Diluted$0.44 $1.31 


7


ATKORE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share data)December 26, 2025September 30, 2025
Assets
Current Assets:
Cash and cash equivalents$443,771 $506,699 
Accounts receivable, less allowance for current and expected credit losses of $2,985 and $5,128, respectively
484,125 447,035 
Inventories, net469,334 484,845 
Prepaid expenses and other current assets174,642 162,225 
Total current assets1,571,872 1,600,804 
Property, plant and equipment, net568,123 594,266 
Intangible assets, net154,684 160,758 
Goodwill294,876 294,485 
Right-of-use assets, net150,918 156,679 
Deferred tax assets39,036 35,863 
Other long-term assets9,072 9,067 
Total Assets$2,788,581 $2,851,922 
Liabilities and Equity
Current Liabilities:
Short-term debt and current maturities of long-term debt$3,730 $3,730 
Accounts payable225,110 241,246 
Income tax payable1,764 720 
Accrued compensation and employee benefits35,249 49,192 
Customer liabilities98,955 128,538 
Lease obligations27,077 26,995 
Other current liabilities67,780 74,098 
Total current liabilities459,665 524,519 
Long-term debt757,323 756,802 
Long-term lease obligations137,883 144,293 
Deferred tax liabilities13,496 13,451 
Other long-term liabilities14,944 14,516 
Total Liabilities1,383,311 1,453,581 
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 33,750,639 and 33,665,258 shares issued and outstanding as of December 26, 2025 and September 30, 2025, respectively
338 338 
Additional paid-in capital527,152 526,600 
Retained earnings892,975 889,391 
Accumulated other comprehensive loss(15,195)(17,988)
Total Equity1,405,270 1,398,341 
Total Liabilities and Equity$2,788,581 $2,851,922 


8


ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three months ended
(in thousands)December 26, 2025December 27, 2024
Operating activities:
Net income$15,034 $46,336 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization36,118 29,333 
Gain on sale of business(2,275)— 
Deferred income taxes(3,243)(73)
Stock-based compensation4,020 6,097 
Amortization of right-of-use assets8,452 8,690 
Other non-cash adjustments to net income9,664 173 
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable(45,874)11,733 
Inventories3,397 (3,072)
Prepaid expenses and other current assets5,368 (10,061)
Accounts payable(13,736)(6,963)
Accrued and other liabilities(49,396)471 
Lease assets and liabilities(8,961)(7,765)
Income taxes(12,850)(6,085)
Other, net(1,215)5,560 
Net cash provided by (used in) operating activities(55,497)74,374 
Investing activities:
Capital expenditures(11,758)(41,295)
Proceeds from sale of a business18,388 — 
Other, net158 
Net cash provided by (used in) investing activities6,637 (41,137)
Financing activities:
Issuance of common stock, net of shares withheld for tax(3,466)(5,864)
Repurchase of common stock— (50,011)
Finance lease payments
(721)(672)
Dividends paid to shareholders(11,138)(11,121)
Net cash used in financing activities(15,325)(67,668)
Effects of foreign exchange rate changes on cash and cash equivalents1,257 (6,510)
Decrease in cash and cash equivalents(62,928)(40,941)
Cash and cash equivalents at beginning of period506,699 351,385 
Cash and cash equivalents at end of period$443,771 $310,444 


9


Three months ended
(in thousands)December 26, 2025December 27, 2024
Supplementary Cash Flow Information
Capital expenditures, not yet paid$1,144 $2,191 
Operating lease right-of-use assets obtained in exchange for lease liabilities$1,259 $1,791 
Free Cash Flow:
     Net cash provided by operating activities$(55,497)$74,374 
     Capital expenditures(11,758)(41,295)
Free Cash Flow:$(67,255)$33,079 

10


ATKORE INC.
ADJUSTED EBITDA

The following table presents reconciliations of Adjusted EBITDA to net income for the periods presented:
Three months ended
(in thousands)December 26, 2025December 27, 2024
Net income$15,034 $46,336 
Interest expense, net6,899 8,209 
Income tax expense465 12,260 
Depreciation and amortization36,118 29,333 
Stock-based compensation4,020 6,097 
Transaction costs6,271 35 
(Gain) loss on sale of business(2,275)— 
Other (a)
2,614 (3,120)
Adjusted EBITDA$69,146 $99,150 
(a) Represents other items, such as inventory reserves and adjustments, (gain) loss on disposal of property, plant and equipment, (gain) loss on assets held for sale, realized or unrealized (gain) loss on foreign currency impacts of intercompany loans, insurance recoveries and restructuring costs.


11


ATKORE INC.
SEGMENT INFORMATION

The following table presents reconciliations of Net sales and calculations of Adjusted EBITDA Margin by segment for the periods presented:
Three months ended
 December 26, 2025December 27, 2024
(in thousands)Net salesAdjusted EBITDA Adjusted EBITDA MarginNet salesAdjusted EBITDA Adjusted EBITDA Margin
Electrical$469,554 $55,102 11.7 %$465,355 $92,387 19.9 %
Safety & Infrastructure186,252 30,187 16.2 %196,724 15,579 7.9 %
Eliminations(258)(482)
Consolidated operations$655,548 $661,597 









12


ATKORE INC.
ADJUSTED NET INCOME PER DILUTED SHARE

The following table presents reconciliations of Adjusted net income to net income for the periods presented:
Three months ended
(in thousands, except per share data)December 26, 2025December 27, 2024
Net income$15,034 $46,336 
Stock-based compensation4,020 6,097 
Intangible asset amortization6,310 11,699 
(Gain) on sale of business(2,275)— 
Accelerated depreciation(b)
8,165 — 
Other (a)
1,086 (3,441)
Pre-tax adjustments to net income17,306 14,355 
Tax effect(4,327)(3,589)
Adjusted net income$28,013 $57,102 
Diluted weighted average common shares outstanding33,905 35,040 
Net income per diluted share$0.44 $1.31 
Adjusted net income per diluted share$0.83 $1.63 
(a) Represents other items, such as inventory reserves and adjustments, (gain) loss on disposal of property, plant and equipment, loss on assets held for sale, realized or unrealized (gain) loss on foreign currency impacts of intercompany loans and insurance recoveries.
(b) Additional depreciation related to plant closures described in Note 5, “Restructuring Charges.”


13


ATKORE INC.
NET DEBT

The following table presents reconciliations of Net debt to Total debt for the periods presented:

($ in thousands)December 26, 2025September 30, 2025June 27, 2025March 28, 2025December 27, 2024September 30, 2024
Short-term debt and current maturities of long-term debt$3,730 $3,730 $— $— $— $— 
Long-term debt$757,323 $756,802 $764,387 $765,913 $765,375 $764,838 
Total debt761,053 760,532 764,387 765,913 765,375 764,838 
Less cash and cash equivalents443,771 506,699 331,017 330,385 310,444 351,385 
Net debt$317,282 $253,833 $433,370 $435,528 $454,931 $413,453 
TTM Adjusted EBITDA (a)
$356,390 $386,356 $455,629 $561,833 $657,338 $771,713 
(a) TTM Adjusted EBITDA is equal to the sum of Adjusted EBITDA for the trailing four quarter period. The reconciliation of Adjusted EBITDA for the quarter ended September 30, 2025 can be found in Exhibit 99.1 to Form 8-K filed November 26, 2025 and is incorporated by reference herein. The reconciliation of Adjusted EBITDA for the quarter ended June 27, 2025 can be found in Exhibit 99.1 to Form 8-K filed August 5, 2025 and is incorporated by reference herein. The reconciliation of Adjusted EBITDA for the quarter ended March 28, 2025 can be found in Exhibit 99.1 to Form 8-K filed May 6, 2025 and is incorporated by reference herein. The reconciliation of Adjusted EBITDA for the quarter ended December 27, 2024 can be found in Exhibit 99.1 to Form 8-K filed February 4, 2025 and is incorporated by reference herein. The reconciliation of Adjusted EBITDA for the quarter ended September 30, 2024 can be found in Exhibit 99.1 to Form 8-K filed November 21, 2024 and is incorporated by reference herein.































14



ATKORE INC.
TRAILING TWELVE MONTHS ADJUSTED EBITDA

The following table presents a reconciliation of Adjusted EBITDA for the trailing twelve months (TTM) ended December 26, 2025:
TTMThree months ended
(in thousands)December 26, 2025December 26, 2025September 30, 2025June 27, 2025March 28, 2025
Net income (loss)
$(46,481)$15,034 $(54,420)$42,962 $(50,057)
Interest expense, net31,959 6,899 7,926 8,873 8,261 
Income tax expense (benefit)
(15,210)465 (11,350)12,128 (16,452)
Depreciation and amortization131,318 36,118 36,929 29,033 29,238 
Stock-based compensation21,484 4,020 2,505 7,246 7,713 
Loss on the extinguishment of debt795 — 795 — — 
Transaction costs6,528 6,271 42 41 174 
(Gain) loss on sale of business3,968 (2,275)142 — 6,101 
Asset impairment charges214,387 — 86,654 — 127,733 
Other (a)
7,641 2,614 1,692 (362)3,697 
Adjusted EBITDA$356,390 $69,146 $70,915 $99,921 $116,408 
(a) Represents other items, such as inventory reserves and adjustments, (gain) loss on disposal of property, plant and equipment, (gain) loss on assets held for sale, realized or unrealized (gain) loss on foreign currency impacts of intercompany loans, insurance recoveries and restructuring costs.

15
First Quarter 2026 Earnings Presentation and Business Update February 3, 2026


 
2© Atkore This presentation is provided for general informational purposes only and it does not include every item which may be of interest, nor does it purport to present full and fair disclosure with respect to Atkore Inc. (the “Company” or “Atkore”) or its operational and financial information. Atkore expressly disclaims any current intention to update any forward-looking statements contained in this presentation as a result of new information or future events or developments or otherwise, except as required by federal securities laws. This presentation is not a prospectus and is not an offer to sell securities. This presentation contains forward-looking statements that are subject to known and unknown risks and uncertainties, many of which are beyond our control. All statements other than statements of historical fact included in this presentation are forward-looking statements. Forward-looking statements appearing throughout this presentation include, without limitation, statements regarding our intentions, beliefs, assumptions or current expectations concerning, among other things, financial position; results of operations; cash flows; prospects; growth strategies or expectations; customer retention; the outcome (by judgment or settlement) and costs of legal, administrative or regulatory proceedings, investigations or inspections, including, without limitation, collective, representative or any other litigation; and the impact of prevailing economic conditions. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” and other comparable terms. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this presentation. In addition, even if our results of operations, financial condition and cash flows, and the development of the market in which we operate, are consistent with the forward-looking statements contained in this presentation, those results or developments may not be indicative of results or developments in subsequent periods. A number of important factors, including, without limitation, the risks and uncertainties disclosed in the Company’s filings with the U.S. Securities and Exchange Commission, including but not limited to the Company’s most recent Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Because of these risks, we caution that you should not place undue reliance on any of our forward-looking statements. New risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us. Further, any forward-looking statement speaks only as of the date on which it is made. We undertake no obligation to revise the forward-looking statements in this presentation after the date of this presentation. Market data and industry information used throughout this presentation are based on management’s knowledge of the industry and the good faith estimates of management. We also relied, to the extent available, upon management’s review of independent industry surveys, forecasts and publications and other publicly available information prepared by a number of third-party sources. All of the market data and industry information used in this presentation involves a number of assumptions and limitations which we believe to be reasonable, but you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, we cannot guarantee the accuracy or completeness of this information, and we have not independently verified this information. While we believe the estimated market position, market opportunity and market size information included in this presentation are generally reliable, such information, which is derived in part from management’s estimates and beliefs, is inherently uncertain and imprecise. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are subject to a high degree of uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties. This presentation should be read along with the historical financial statements of Atkore, including the most recent audited financial statements. Historical results may not be indicative of future results. We use non-GAAP financial measures to help us describe our operating and financial performance. These measures may include Adjusted EBITDA, Adjusted EBITDA margin (Adjusted EBITDA over Net sales), Net debt (total debt less cash and cash equivalents), Adjusted Net Income Per Diluted Share (also referred to as “Adjusted Diluted EPS”), Leverage ratio (net debt or total debt less cash and cash equivalents, over Adjusted EBITDA on trailing twelve month (“TTM”) basis), Free Cash Flow (net cash provided by operating activities less capital expenditures) and Return on Capital to help us describe our operating and financial performance. These non-GAAP financial measures are commonly used in our industry and have certain limitations and should not be construed as alternatives to net income, total debt, net cash provided by operating activities, return on assets, and other income data measures as determined in accordance with generally accepted accounting principles in the United States, or GAAP, or as better indicators of operating performance. These non-GAAP financial measures as defined by us may not be comparable to similarly-titled non-GAAP measures presented by other companies. Our presentation of such non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. See the appendix to this presentation for a reconciliation of the non-GAAP financial measures presented herein to the most comparable financial measures as determined in accordance with GAAP. Fiscal Periods - The Company has a fiscal year that ends on September 30th. It is the Company's practice to establish quarterly closings using a 4-5-4 calendar. The Company's fiscal quarters typically end on the last Friday in December, March and June. Cautionary Statements


 
3© Atkore Q1 2026 Results & Business Update 1. See non-GAAP reconciliation in appendix. 662 752 656 Q1 2025 Q4 2025 Q1 2026 -13% 46 -54 15 Q1 2025 Q4 2025 Q1 2026 +127% 99 71 69 Q1 2025 Q4 2025 Q1 2026 -3% 1.63 0.69 0.83 Q1 2025 Q4 2025 Q1 2026 +20% Net Sales $M Net Income/(Loss) $M Adjusted EBITDA1 $M Adjusted Diluted EPS1 $/share 1.31 -1.62 0.44 Q1 2025 Q4 2025 Q1 2026 +127% Diluted EPS/(Loss) Per Share $/share Organic volume up approximately 2% compared to prior year led by our Electrical segment Strong productivity results across both segments delivering +$30M year-over-year improvement Divested the Tectron Mechanical Tube product line in our S&I segment Published 2025 Sustainability Report highlighting achievement of our goals and additional EPDs for core products We are maintaining our outlook provided in November for Adjusted EBITDA and Adjusted EPS Business Update


 
4© Atkore Q1 Income Statement Summary 1. See non-GAAP reconciliation in appendix. 2. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of Net Sales. ($’s in millions) Q1 2026 Q1 2025 Y/Y Change Y/Y % Change Net Sales $655.5 $661.6 ($6.1) (0.9%) Operating Income $20.1 $67.9 ($47.8) (70.4%) Net Income $15.0 $46.3 ($31.3) (67.6%) Adjusted EBITDA1 $69.1 $99.2 ($30.1) (30.3%) Adjusted EBITDA Margin2 10.5% 15.0% (450 bps) - Tax Rate 3.0% 20.9% 1,790 bps - Net Income Per Share (Diluted) $0.44 $1.31 ($0.87) (66.4%) Adjusted Diluted EPS1 $0.83 $1.63 ($0.80) (49.1%)


 
5© Atkore Consolidated Atkore Bridges 1. “Other” may include items such as F/X, M&A, productivity, solar tax credits, investments, interest and tax rate. 2. See non-GAAP reconciliation in appendix. Adjusted EBITDA Bridge2 Net Sales BridgeQ1 2026 $15 $18 $5 $2 2025 Volume/Mix Price Divestiture Other1 2026 $662M $656M $4 $18 $51 $2 $33 2025 Volume/Mix Price Cost Changes Divestiture Other1 2026 $99M $69M Net Sales % Change $1.63 $0.83 $0.95 $0.03 $0.12 2025 Quarterly Results Share Count Other1 2026 Adjusted Diluted EPS Bridge2 Volume/Mix 2.3% Price (2.7%) Divestiture (0.8%) Other1 0.3% Total (0.9%)


 
6© Atkore FY 2026 YTD Net Sales by Key Product Area1 Key Product Area Trends & Review 1. Sales of “Other Electrical products” and “Other Safety & Infrastructure products” have been allocated and included in the presentation of the product area groupings listed for presentation purposes. Source: Management estimates. FY 2026 YTD vs. FY 2025 YTD - LSD% + HSD% + HSD% - LSD% - LSD% 2.3% Mechanical Tube & Other Cable management continues to grow in various end-markets including data centers Construction Services was lower due to project timing compared to the previous year with certain job closing out Volume growth attributable to strong-end market demand Electrical conduit growth attributable to strong end-market demand Import competition remains in place; no change in tariffs impacting point of origin Volume results are reflective of both copper fluctuations and tariff- related impacts from aluminum Volume decline due to timing of solar-related demand and the decision to shift traditional mechanical capacity to Electrical end- markets Product Area Trends & Portfolio Updates Year-over-Year Volume/Mix % Change 26% 23% 23% 17% 11% $655M Metal Framing, Cable Management & Construction Services Plastic Pipe, Conduit & Fittings Metal Electrical Conduit & Fittings Electrical Cable & Flexible Conduit


 
7© Atkore Segment Results $23 $18 $3 2025 Volume/Mix Price Divestiture $3 Other1 2026 $465M $470M Q1 Net Sales Bridge $8 $2 2025 Volume/Mix $0 Price Divestiture $0 Other1 2026 $196M $186M Q1 Net Sales Bridge Electrical Safety & Infrastructure ($’s in millions) Q1 2026 Q1 2025 Y/Y Change Net Sales $469.6 $465.4 0.9% Adjusted EBITDA $55.1 $92.4 (40.4%) Adjusted EBITDA Margin 11.7% 19.9% (820 bps) ($’s in millions) Q1 2026 Q1 2025 Y/Y Change Net Sales $186.3 $196.7 (5.3%) Adjusted EBITDA $30.2 $15.6 93.8% Adjusted EBITDA Margin 16.2% 7.9% 830 bps 1. “Other” may include items such as F/X, M&A, productivity, solar tax credits, investments, interest and tax rate.


 
8© Atkore FY26 YTD Cash Bridge $M Cash & Balance Sheet Summary $55 $18 $12 $11 $3 FY25 YE Cash Balance Cash Flow From Operating Activities Divestiture & Asset Sales Capital Expenditures Dividend Payment Net Other Uses of Cash FY26 YTD Cash Balance $507M $444M Debt Maturity Profile $M $325 $400 $373 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030 FY 2031 FY 2032 Undrawn Asset Based Loan Senior Secured Term Loan Senior Notes Atkore’s strong balance sheet enables continued execution of our capital deployment model with cash generated by the business


 
9© Atkore Updated FY 2026 Outlook Outlook Summary 1. Reconciliations of the forward-looking quarterly and full-year 2026 outlook for Adjusted EBITDA and Adjusted Diluted EPS is not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation. Accordingly, we are relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude these reconciliations. Outlook Items for Consolidated Atkore FY 2026 Outlook Updates to FY 2026 Outlook Midpoint FY 2026 Comments & Perspective Net Sales $2.95B – $3.05B ($0.05B) • Reduction reflects ~($40M) from Tectron Mechanical Tube divestiture • 2H 2026 Adjusted EBITDA expected to be higher than 1H 2026 • Reflect lower variable Interest expense Adjusted EBITDA1 $340M – $360M N/A Adjusted Diluted EPS1 $5.05 – $5.55 N/A Interest Expense ~$31M - $34M ($1.5M) Tax Rate ~19% – 23% N/A Capital Expenditures $80M – $90M ($5M) FY 2026 Outlook underpinned by anticipated mid-single digit percentage volume growth in FY 2026, driven by expected growth across all key product areas


 
10© Atkore Atkore’s Strategic Focus – Today and Tomorrow Atkore provides comprehensive solutions to deploy, isolate, and protect critical electrical infrastructure for the long-term Drive operational excellence with the Atkore Business System Meet secular demand for expected growth in core electrical end markets Maintain strong financial profile focusing on shareholder returns Prioritize portfolio of domestically manufactured electrical infrastructure products


 
11© Atkore Appendix


 
12© Atkore Segment Information Three months ended December 26, 2025 December 27, 2024 (in thousands) Net sales Adjusted EBITDA Adjusted EBITDA Margin Net sales Adjusted EBITDA Adjusted EBITDA Margin Electrical $ 469,554 $ 55,102 11.7 % $ 465,355 $ 92,387 19.9 % Safety & Infrastructure 186,252 30,187 16.2 % 196,724 15,579 7.9 % Eliminations (258) (482) Consolidated operations $ 655,548 $ 661,597


 
13© Atkore Adjusted Diluted EPS Reconciliation (Adjusted Net Income Per Diluted Share) Consolidated Atkore Inc. Three months ended (in thousands, except per share data) December 26, 2025 September 30, 2025 December 27, 2024 Net income $ 15,034 $ (54,420) $ 46,336 Stock-based compensation 4,020 2,505 6,097 Intangible asset amortization 6,310 9,952 11,699 (Gain) loss on sale of business (2,275) 142 — Accelerated depreciation 8,165 — — Impairment of assets — 78,391 — Loss on extinguishment of debt — 795 Other (a) 1,086 361 (3,441) Pre-tax adjustments to net income 17,306 92,146 14,355 Tax effect (4,327) (23,037) (3,589) Additional tax expense related to divestiture of a business — 393 — Non-deductible goodwill impairment — 8,263 — Adjusted net income $ 28,013 $ 23,345 $ 57,102 Weighted-average diluted common shares outstanding 33,905 33,661 35,040 Net income per diluted share $ 0.44 $ (1.62) $ 1.31 Adjusted net income per diluted share $ 0.83 $ 0.69 $ 1.63 (a) Represents other items, such as inventory reserves and adjustments, (gain) loss on disposal of property, plant and equipment, loss on assets held for sale, realized or unrealized (gain) loss on foreign currency impacts of intercompany loans and insurance recoveries.


 
14© Atkore Net Income to Adjusted EBITDA Reconciliation Consolidated Atkore Inc. Three months ended (in thousands) December 26, 2025 September 30, 2025 December 27, 2024 Net income $ 15,034 $ (54,420) $ 46,336 Interest expense, net 6,899 7,926 8,209 Income tax expense 465 (11,350) 12,260 Depreciation and amortization 36,118 36,929 29,333 Stock-based compensation 4,020 2,505 6,097 (Gain) loss on sale of business (2,275) 142 — Asset impairment charges — 86,654 — Transaction costs 6,271 42 35 Loss on the extinguishment of debt — 795 — Other (a) 2,614 1,692 (3,120) Adjusted EBITDA $ 69,146 $ 70,915 $ 99,150 (a) Represents other items, such as inventory reserves and adjustments, (gain) loss on disposal of property, plant and equipment, (gain) loss on assets held for sale, realized or unrealized (gain) loss on foreign currency impacts of intercompany loans, insurance recoveries and restructuring costs.


 
15© Atkore Total Debt to Net Debt Consolidated Atkore Inc. (in thousands) December 26, 2025 September 30, 2025 June 27, 2025 March 28, 2025 December 27, 2024 September 30, 2024 Short-term debt and current maturities of long-term debt $ 3,730 $ 3,730 $ — $ — $ — $ — Long-term debt $ 757,323 $ 756,802 $ 764,387 $ 765,913 $ 765,375 $ 764,838 Total debt 761,053 760,532 764,387 765,913 765,375 764,838 Less cash and cash equivalents 443,771 506,699 $ 331,017 330,385 310,444 351,385 Net debt $ 317,282 $ 253,833 $ 433,370 $ 435,528 $ 454,931 $ 413,453


 
16© Atkore Total Debt to Net Debt and Leverage Ratio Consolidated Atkore Inc. ($ in thousands) December 26, 2025 September 30, 2025 June 27, 2025 March 28, 2025 December 27, 2024 September 30, 2024 Short-term debt and current maturities of long-term debt $ 3,730 $ 3,730 $ — $ — $ — $ — Long-term debt 757,323 756,802 764,387 765,913 765,375 764,838 Total debt 761,053 760,532 764,387 765,913 765,375 764,838 Less cash and cash equivalents 443,771 506,699 331,017 330,385 $ 310,444 351,385 Net debt $ 317,282 $ 253,833 $ 433,370 $ 435,528 $ 454,931 $ 413,453 TTM Adjusted EBITDA (a) $ 356,390 $ 386,356 $ 455,629 $ 561,833 $ 657,338 $ 771,713 Total debt/TTM Adjusted EBITDA 2.1 x 2.0 x 1.7 x 1.4 x 1.2 x 1.0 x Net debt/TTM Adjusted EBITDA 0.9 x 0.7 x 1.0 x 0.8 x 0.7 x 0.5 x (a) Leverage ratio and TTM Adjusted EBITDA reconciliations for all periods above can be found either in the appendix, or in Exhibit 99.1 to Form 8-K filed on November 26, 2025, August 5, 2025, May 6, 2025, February 4, 2025, November 21, 2024.


 
17© Atkore Free Cash Flow Reconciliation Consolidated Atkore Inc. Three months ended (in thousands) December 26, 2025 December 27, 2024 Net cash provided by operating activities $ (55,497) $ 74,374 Capital expenditures (11,758) (41,295) Free Cash Flow $ (67,255) $ 33,079


 
18© Atkore Abbreviations listed in alphanumeric order Glossary of Terms Abbreviation Description 1H First Half 2H Second Half ABS Atkore Business System Adj. Adjusted B Billion Capex Capital Expenditures CY Calendar Year DD% Double Digit Percentage EBITDA Earnings Before Interest, Taxes, Depreciation, & Amortization EPD Environmental Product Declaration EPS Earnings Per Share ESG Environment, Social, and Governance Est. Estimated Excl. Excluding FX or F/X Foreign Exchange FY Fiscal Year HDPE High Density Polyethylene HSD% High Single Digit Percentage IRA Inflation Reduction Act K Thousand Abbreviation Description LDD% Low Double Digit Percentage LSD% Low Single Digit Percentage M Million M&A Mergers & Acquisitions MSD% Mid Single Digit Percentage N/A Not Applicable PVC Polyvinyl Chloride Q1 First Fiscal Quarter Q2 Second Fiscal Quarter Q3 Third Fiscal Quarter Q4 Fourth Fiscal Quarter RSC Regional Service Center S&I Safety & Infrastructure TTM Trailing Twelve Months UK United Kingdom U.S. United States of America USD United States Dollar #X Number of Times YE Year End YTD Year to Date


 
19© Atkore atkore.com