UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
FORM 10-Q
_________________________________________
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended June 26, 2026
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from to
Commission file number 001-37793
_________________________________________
Atkore Inc.
(Exact name of registrant as specified in its charter)
_________________________________________
| Delaware | 90-0631463 | |||||||
| (State or other jurisdiction of incorporation or organization) | (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)
________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||
| Common Stock, $0.01 par value per share | ATKR | New York Stock Exchange | ||||||
_____________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
_____________________
As of July 31, 2026, there were 33,772,550 shares of the registrant’s common stock, $0.01 par value per share, outstanding.
TABLE OF CONTENTS
| Page No. | |||||
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three months ended | Nine months ended | |||||||||||||||||||||||||||||||
| (in thousands, except per share data) | Note | June 26, 2026 | June 27, 2025 | June 26, 2026 | June 27, 2025 | |||||||||||||||||||||||||||
| Net sales | $ | 794,800 | $ | 735,045 | $ | 2,181,724 | $ | 2,098,367 | ||||||||||||||||||||||||
| Cost of sales | 618,533 | 562,985 | 1,743,408 | 1,570,102 | ||||||||||||||||||||||||||||
| Gross profit | 176,267 | 172,060 | 438,316 | 528,265 | ||||||||||||||||||||||||||||
| Selling, general and administrative | 108,669 | 98,139 | 316,135 | 288,630 | ||||||||||||||||||||||||||||
| Intangible asset amortization | 13 | 3,608 | 10,108 | 16,201 | 31,972 | |||||||||||||||||||||||||||
| Asset impairment charges | — | — | 11,553 | 127,733 | ||||||||||||||||||||||||||||
| Operating income | 63,990 | 63,813 | 94,427 | 79,930 | ||||||||||||||||||||||||||||
| Interest expense, net | 6,948 | 8,873 | 20,832 | 25,343 | ||||||||||||||||||||||||||||
| Litigation settlement expense | 16 | 50,000 | — | 186,500 | — | |||||||||||||||||||||||||||
| Other expense (income), net | 7 | 12,601 | (150) | 35,886 | 7,409 | |||||||||||||||||||||||||||
| Income (loss) before income taxes | (5,559) | 55,090 | (148,791) | 47,178 | ||||||||||||||||||||||||||||
| Income tax expense (benefit) | 8 | (6,304) | 12,128 | (40,496) | 7,935 | |||||||||||||||||||||||||||
| Net income (loss) | $ | 745 | $ | 42,962 | $ | (108,295) | $ | 39,243 | ||||||||||||||||||||||||
| Net income (loss) per share | ||||||||||||||||||||||||||||||||
| Basic | 9 | $ | 0.02 | $ | 1.26 | $ | (3.23) | $ | 1.15 | |||||||||||||||||||||||
| Diluted | 9 | $ | 0.02 | $ | 1.25 | $ | (3.19) | $ | 1.14 | |||||||||||||||||||||||
See Notes to unaudited condensed consolidated financial statements.
2
ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| Three months ended | Nine months ended | |||||||||||||||||||||||||||||||
| (in thousands) | Note | June 26, 2026 | June 27, 2025 | June 26, 2026 | June 27, 2025 | |||||||||||||||||||||||||||
| Net income (loss) | $ | 745 | $ | 42,962 | $ | (108,295) | $ | 39,243 | ||||||||||||||||||||||||
| Other comprehensive (loss) income, net of tax: | ||||||||||||||||||||||||||||||||
| Change in foreign currency translation adjustment | (2,090) | 16,221 | (1,403) | 5,355 | ||||||||||||||||||||||||||||
| Change in unrecognized loss related to pension benefit plans | 10 | 49 | 41 | 146 | 124 | |||||||||||||||||||||||||||
| Total other comprehensive (loss) income | 10 | (2,041) | 16,262 | (1,257) | 5,479 | |||||||||||||||||||||||||||
| Comprehensive income (loss) | $ | (1,296) | $ | 59,224 | $ | (109,552) | $ | 44,722 | ||||||||||||||||||||||||
See Notes to unaudited condensed consolidated financial statements.
3
ATKORE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (in thousands, except share and per share data) | Note | June 26, 2026 | September 30, 2025 | |||||||||||||||||
| Assets | ||||||||||||||||||||
| Current Assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | 346,218 | $ | 506,699 | ||||||||||||||||
Accounts receivable, less allowance for current and expected credit losses of $1,567 and $5,128, respectively | 578,735 | 447,035 | ||||||||||||||||||
| Inventories, net | 11 | 389,535 | 484,845 | |||||||||||||||||
| Income tax assets | 143,006 | 79,547 | ||||||||||||||||||
| Prepaid expenses and other current assets | 67,979 | 82,678 | ||||||||||||||||||
| Total current assets | 1,525,473 | 1,600,804 | ||||||||||||||||||
| Property, plant and equipment, net | 12 | 520,856 | 594,266 | |||||||||||||||||
| Intangible assets, net | 13 | 123,135 | 160,758 | |||||||||||||||||
| Goodwill | 13 | 285,512 | 294,485 | |||||||||||||||||
| Right-of-use assets, net | 139,826 | 156,679 | ||||||||||||||||||
| Deferred tax assets | 70,335 | 35,863 | ||||||||||||||||||
| Equity Method Investment | 4 | 54,000 | — | |||||||||||||||||
| Other long-term assets | 24,401 | 9,067 | ||||||||||||||||||
| Total Assets | $ | 2,743,538 | $ | 2,851,922 | ||||||||||||||||
| Liabilities and Equity | ||||||||||||||||||||
| Current Liabilities: | ||||||||||||||||||||
| Short-term debt and current maturities of long-term debt | 14 | $ | 3,730 | $ | 3,730 | |||||||||||||||
| Accounts payable | 227,107 | 241,246 | ||||||||||||||||||
| Income tax payable | 4,665 | 720 | ||||||||||||||||||
| Accrued compensation and employee benefits | 43,855 | 49,192 | ||||||||||||||||||
| Customer liabilities | 107,615 | 128,538 | ||||||||||||||||||
| Lease obligations | 26,677 | 26,995 | ||||||||||||||||||
| Accrued settlement liabilities | 50,000 | — | ||||||||||||||||||
| Other current liabilities | 94,411 | 74,098 | ||||||||||||||||||
| Total current liabilities | 558,060 | 524,519 | ||||||||||||||||||
| Long-term debt | 14 | 756,498 | 756,802 | |||||||||||||||||
| Long-term lease obligations | 126,618 | 144,293 | ||||||||||||||||||
| Deferred tax liabilities | 10,868 | 13,451 | ||||||||||||||||||
| Other long-term liabilities | 15,263 | 14,516 | ||||||||||||||||||
| Total Liabilities | 1,467,307 | 1,453,581 | ||||||||||||||||||
| Equity: | ||||||||||||||||||||
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 33,772,550 and 33,665,258 shares issued and outstanding as of June 26, 2026 and September 30, 2025, respectively | 338 | 338 | ||||||||||||||||||
| Additional paid-in capital | 547,671 | 526,600 | ||||||||||||||||||
| Retained earnings | 747,467 | 889,391 | ||||||||||||||||||
| Accumulated other comprehensive loss | 10 | (19,245) | (17,988) | |||||||||||||||||
| Total Equity | 1,276,231 | 1,398,341 | ||||||||||||||||||
| Total Liabilities and Equity | $ | 2,743,538 | $ | 2,851,922 | ||||||||||||||||
See Notes to unaudited condensed consolidated financial statements.
4
ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine months ended | ||||||||||||||||||||
| (in thousands) | Note | June 26, 2026 | June 27, 2025 | |||||||||||||||||
| Operating activities: | ||||||||||||||||||||
| Net income (loss) | $ | (108,295) | $ | 39,243 | ||||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||||||||
| Depreciation and amortization | 92,643 | 87,603 | ||||||||||||||||||
| Deferred income taxes | 8 | (44,052) | (38,886) | |||||||||||||||||
| Asset impairment charges | 11,553 | 127,733 | ||||||||||||||||||
| Loss on sale of business | 3 | 10,378 | 6,101 | |||||||||||||||||
| Loss on assets held for sale | 3 | 25,664 | 154 | |||||||||||||||||
| Stock-based compensation | 24,539 | 21,056 | ||||||||||||||||||
| Amortization of right-of-use assets | 18,501 | 23,494 | ||||||||||||||||||
| Provision for doubtful accounts and inventory | 16,457 | 9,469 | ||||||||||||||||||
| Other non-cash adjustments to net income | 2,276 | 888 | ||||||||||||||||||
| Changes in operating assets and liabilities, net of effects from acquisitions and divestitures | ||||||||||||||||||||
| Accounts receivable | (163,411) | (64,497) | ||||||||||||||||||
| Inventories | 49,216 | 801 | ||||||||||||||||||
| Prepaid expenses and other current assets | 16,243 | 1,119 | ||||||||||||||||||
| Accounts payable | 17,032 | (24,080) | ||||||||||||||||||
| Accrued legal settlement expense | 16 | 50,000 | — | |||||||||||||||||
| Accrued and other liabilities | (15,058) | 30,279 | ||||||||||||||||||
| Lease assets and liabilities | (18,748) | (20,422) | ||||||||||||||||||
| Income taxes | (60,167) | (12,584) | ||||||||||||||||||
| Other, net | (15,106) | 4,888 | ||||||||||||||||||
| Net cash provided by (used in) operating activities | (90,335) | 192,359 | ||||||||||||||||||
| Investing activities: | ||||||||||||||||||||
| Capital expenditures | (40,399) | (84,920) | ||||||||||||||||||
| Proceeds from sale of a business, net of costs | 29,287 | 6,711 | ||||||||||||||||||
| Proceeds from sale of properties and equipment | — | 7,137 | ||||||||||||||||||
Proceeds from insurance claims | — | 1,770 | ||||||||||||||||||
| Investment in business | (15,000) | — | ||||||||||||||||||
| Net cash used in investing activities | (26,112) | (69,302) | ||||||||||||||||||
| Financing activities: | ||||||||||||||||||||
| Repayments of long-term debt | 14 | (1,865) | — | |||||||||||||||||
| Payment for debt financing costs and fees | — | (2,041) | ||||||||||||||||||
| Issuance of common stock, net of shares withheld for tax | (3,467) | (5,900) | ||||||||||||||||||
| Repurchase of common stock | — | (100,026) | ||||||||||||||||||
| Finance lease payments | (2,635) | (2,087) | ||||||||||||||||||
| Dividends paid to shareholders | (33,423) | (33,095) | ||||||||||||||||||
| Net cash used in financing activities | (41,390) | (143,149) | ||||||||||||||||||
| Effects of foreign exchange rate changes on cash and cash equivalents | (2,644) | (276) | ||||||||||||||||||
| Decrease in cash and cash equivalents | (160,481) | (20,368) | ||||||||||||||||||
| Cash and cash equivalents at beginning of period | 506,699 | 351,385 | ||||||||||||||||||
| Cash and cash equivalents at end of period | $ | 346,218 | $ | 331,017 | ||||||||||||||||
See Notes to unaudited condensed consolidated financial statements.
5
| Nine months ended | ||||||||||||||||||||
| June 26, 2026 | June 27, 2025 | |||||||||||||||||||
| Supplementary Cash Flow Information | ||||||||||||||||||||
| Capital expenditures, not yet paid | $ | 736 | $ | 732 | ||||||||||||||||
| Operating lease right-of-use assets obtained in exchange for lease liabilities | $ | 9,002 | $ | 4,986 | ||||||||||||||||
6
ATKORE INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Equity | |||||||||||||||||||||||||||||||
| (in thousands) | Shares | Amount | |||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | 33,665 | $ | 338 | $ | 526,600 | $ | 889,391 | $ | (17,988) | $ | 1,398,341 | ||||||||||||||||||||||||
| Net income | — | — | — | 15,034 | — | 15,034 | |||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | 2,793 | 2,793 | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 4,020 | — | — | 4,020 | |||||||||||||||||||||||||||||
| Issuance of common stock, net of shares withheld for tax | 85 | — | (3,468) | — | — | (3,468) | |||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Dividends declared | — | — | — | (11,450) | — | (11,450) | |||||||||||||||||||||||||||||
| Balance as of December 26, 2025 | 33,750 | $ | 338 | $ | 527,152 | $ | 892,975 | $ | (15,195) | $ | 1,405,270 | ||||||||||||||||||||||||
| Net loss | — | — | — | (124,073) | — | (124,073) | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | (2,009) | (2,009) | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 12,848 | — | — | 12,848 | |||||||||||||||||||||||||||||
| Issuance of common stock, net of shares withheld for tax | 17 | — | (101) | — | — | (101) | |||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Dividends declared | — | — | — | (11,038) | — | (11,038) | |||||||||||||||||||||||||||||
| Balance as of March 27, 2026 | 33,767 | $ | 338 | $ | 539,899 | $ | 757,864 | $ | (17,204) | $ | 1,280,897 | ||||||||||||||||||||||||
| Net income | — | — | — | 745 | — | 745 | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | (2,041) | (2,041) | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 7,671 | — | — | 7,671 | |||||||||||||||||||||||||||||
| Issuance of common stock, net of shares withheld for tax | 6 | — | 101 | — | — | 101 | |||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Dividends declared | — | — | — | (11,142) | — | (11,142) | |||||||||||||||||||||||||||||
| Balance as of June 26, 2026 | 33,773 | $ | 338 | $ | 547,671 | $ | 747,467 | $ | (19,245) | $ | 1,276,231 | ||||||||||||||||||||||||
7
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Equity | |||||||||||||||||||||||||||||||
| (in thousands) | Shares | Amount | |||||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | 34,858 | $ | 350 | $ | 509,254 | $ | 1,049,390 | $ | (19,094) | $ | 1,539,900 | ||||||||||||||||||||||||
| Net income | — | — | — | 46,336 | — | 46,336 | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | (17,490) | (17,490) | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 6,097 | — | — | 6,097 | |||||||||||||||||||||||||||||
| Issuance of common stock, net of shares withheld for tax | 99 | 1 | (5,864) | — | — | (5,863) | |||||||||||||||||||||||||||||
| Repurchase of common stock | (559) | (6) | — | (50,506) | — | (50,512) | |||||||||||||||||||||||||||||
| Dividends declared | — | — | — | (11,120) | — | (11,120) | |||||||||||||||||||||||||||||
| Balance as of December 27, 2024 | 34,398 | $ | 345 | $ | 509,487 | $ | 1,034,100 | $ | (36,584) | $ | 1,507,348 | ||||||||||||||||||||||||
| Net loss | — | — | — | (50,057) | — | (50,057) | |||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | 6,707 | 6,707 | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 7,713 | — | — | 7,713 | |||||||||||||||||||||||||||||
| Issuance of common stock, net of shares withheld for tax | 15 | — | 28 | — | — | 28 | |||||||||||||||||||||||||||||
| Repurchase of common stock | (763) | (8) | — | (50,443) | — | (50,451) | |||||||||||||||||||||||||||||
| Dividends declared | — | — | — | (10,868) | — | (10,868) | |||||||||||||||||||||||||||||
| Balance as of March 28, 2025 | 33,650 | $ | 337 | $ | 517,228 | $ | 922,732 | $ | (29,877) | $ | 1,410,420 | ||||||||||||||||||||||||
| Net income | — | — | — | 42,962 | — | 42,962 | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | 16,262 | 16,262 | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 7,246 | — | — | 7,246 | |||||||||||||||||||||||||||||
| Issuance of common stock, net of shares withheld for tax | 5 | — | (65) | — | — | (65) | |||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Dividends declared | — | — | — | (11,105) | — | (11,105) | |||||||||||||||||||||||||||||
| Balance as of June 27, 2025 | 33,655 | $ | 337 | $ | 524,409 | $ | 954,589 | $ | (13,615) | $ | 1,465,720 | ||||||||||||||||||||||||
See Notes to unaudited condensed consolidated financial statements.
8
ATKORE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(dollars and shares in thousands, except per share data)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Organization and Ownership Structure — Atkore Inc. (the “Company”, “Atkore” or “AI”) is a leading manufacturer of Electrical products primarily for the non-residential construction and renovation markets and Safety & Infrastructure solutions for the construction and industrial markets. Atkore was incorporated in the State of Delaware on November 4, 2010 under the name Atkore International Group, Inc. and changed its name to Atkore Inc. on February 16, 2021. As of June 26, 2026, Atkore was the sole stockholder of Atkore International Inc. ("AII").
The Electrical segment manufactures high quality products used in the construction of electrical power systems including conduit, cable, and installation accessories. This segment serves contractors, in partnership with the electrical wholesale channel.
The Safety & Infrastructure segment designs and manufactures solutions including metal framing, mechanical pipe, perimeter security, and cable management for the protection and reliability of critical infrastructure. These solutions are marketed to contractors, original equipment manufacturers and end users.
Basis of Presentation — The accompanying unaudited condensed consolidated financial statements of the Company included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These unaudited condensed consolidated financial statements have been prepared in accordance with the Company’s accounting policies and on the same basis as those consolidated financial statements included in the Company’s latest Annual Report on Form 10-K for the year ended September 30, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 26, 2025, and should be read in conjunction with those consolidated financial statements and the notes thereto. Certain information and disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC.
The unaudited condensed consolidated financial statements include the assets and liabilities used in operating the Company’s business. All intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired or disposed of are included in the unaudited condensed consolidated financial statements from the effective date of acquisition or up to the date of disposal.
These statements include all adjustments (consisting of normal recurring adjustments) that the Company considered necessary to present a fair statement of its results of operations, financial position and cash flows. The results reported in these unaudited condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year.
Fiscal Periods — The Company has a fiscal year that ends on September 30. The Company’s fiscal quarters typically end on the last Friday in December, March and June as it follows a 4-5-4 calendar.
Use of Estimates — The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclose contingent assets and liabilities at the date of the condensed consolidated financial statements and report the associated amounts of revenues and expenses. Actual results could differ materially from these estimates.
9
Recent Accounting Pronouncements
A summary of recently adopted accounting guidance is as follows. Adoption dates are on the first day of the fiscal year indicated below, unless otherwise specified.
| ASU | Description of ASU | Impact to Atkore | Adoption Date | |||||||||||||||||
| 2023-09 Income Taxes (Topic 740); Improvements to Income Tax Disclosures | The ASU requires companies to provide additional tax disclosures including specific categories in the rate reconciliations and reconciling items that meet a quantitative threshold. Additional disclosures are also required for income tax paid and the disaggregation of domestic and foreign income tax expense. | The Company has adopted the standard in fiscal 2026 and will include the disclosures required by the ASU within the Income Tax Footnote of the annual report. | 2026 | |||||||||||||||||
| 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) | The ASU requires companies to disclose, in the notes to the financial statements, specified information about certain costs and expenses. The amendments in this update do not change or remove current expense disclosure requirements presented on the face of the income statement. However, the amendments require the disaggregation of certain expense captions into specified categories in the notes to financial statements and inclusion of certain current disclosures in the same tabular format as the other disaggregation requirements in the amendments. | The Company will adopt the standard in fiscal 2028 and include the disclosures required by the ASU within the annual report and quarterly reports beginning in fiscal 2029. | 2028 | |||||||||||||||||
| 2025-06 Intangibles - Goodwill and Other-Internal-Use Software (Subtopic 350-40); Targeted Improvements to the Accounting for Internal-Use Software | This ASU requires companies to consider project stages in determining whether a software development cost for internal-use software is capitalized or expensed. The amendment requires an entity to start capitalizing software costs when management has both authorized and committed to funding the software project and when it is probable that the project will be completed and the software will be used to perform the intended function. Additionally, disclosures are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements in accordance with Subtopic 360-10, Property, Plant, and Equipment - Overall. | The Company is still evaluating the future impact of this accounting standard. | 2029 | |||||||||||||||||
2. REVENUE FROM CONTRACTS WITH CUSTOMERS
The Company’s revenue arrangements primarily consist of a single performance obligation to transfer promised goods which is satisfied at a point in time when title, risks and rewards of ownership, and subsequently control have transferred to the customer. This generally occurs when the product is shipped to the customer, with an immaterial amount of transactions in which control transfers upon delivery. The Company primarily offers assurance-type standard warranties that do not represent separate performance obligations.
10
Under the Inflation Reduction Act of 2022 (“IRA”), the Company is eligible for tax credits related to the manufacturing and selling of components used in the solar energy industry. These tax credits are transferable under the IRA when they meet certain criteria. When credits do not meet the transferability criteria, the benefit is recognized within income tax expense in accordance with ASC 740, “Income Taxes.” Beginning in fiscal 2024, the Company has concluded that the credits generated are transferable. As such, the benefit of the solar energy tax credits is recognized as a reduction of cost of sales.
The Company has contractual arrangements with certain customers to provide a rebate based on an agreed-upon value of the tax credits generated. This rebate is recognized as a reduction of revenue based on the agreed-upon value of the tax credits generated.
The solar energy tax credit receivable is recorded in Prepaid expenses and Other current assets and the liability to transfer the defined portion of the tax credits or the economic value thereof is recorded in Customer Liabilities.
For the nine months ended June 26, 2026, the Company has recognized a reduction of revenue of $46,735 for the economic value of tax credits to be transferred and a benefit to cost of sales of $51,874. As of June 26, 2026, the Company had a liability of $16,805 for credits to be transferred or the value thereof. As of June 26, 2026, all activity related to the solar energy tax credits was within the Safety & Infrastructure segment.
The Company has certain arrangements that require it to estimate at the time of sale the amounts of variable consideration that should not be recorded as revenue as certain amounts are not expected to be collected from customers, as well as an estimate of the value of products to be returned. The Company principally relies on historical experience, specific customer agreements, and anticipated future trends to estimate these amounts at the time of sale and to reduce the transaction price. These arrangements include sales discounts and allowances, volume rebates, and returned goods. The Company records its obligations related to these items within the Customer liabilities line on the condensed consolidated balance sheets.
To the extent that the Company receives cash payments for performance obligations that have not yet been met, the Company records these amounts as deferred revenue within the Customer liabilities line on the condensed consolidated balance sheet.
The Company records amounts billed to customers for reimbursement of shipping and handling costs within revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of goods sold. Sales taxes and other usage-based taxes are excluded from revenue. The Company does not evaluate whether the selling price includes a financing interest component for contracts that are less than a year. The Company also expenses costs incurred to obtain a contract, primarily sales commissions, as all obligations will be settled in less than one year.
The Company typically receives payment 30 to 60 days from the point it has satisfied the related performance obligation. See Note 18, “Segment Information” for revenue disaggregated by geography and product categories.
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3. DIVESTITURES
On April 30, 2026, the Company sold Vergo Galva NV and Vergo Coating SRL (“Vergo G&C”). The transaction was structured as a stock sale.
| (in thousands) | Vergo G&C | |||||||
| Cash consideration | $ | 11,931 | ||||||
| Holdback receivable | 85 | |||||||
| Net assets divested | 13,220 | |||||||
| Loss on sale of business | $ | (1,204) | ||||||
Net assets divested included fixed assets, net of $7,055, cash of $4,293, goodwill of $1,506, working capital of $1,271, other liabilities of $910, right-of-use assets and lease liabilities of $239 and $240, respectively and other long-term assets of $7. For consideration, the Company received cash of $11,931 and a holdback receivable of $85, payable once certain conditions are met.
On April 7, 2026, the Company completed the sale of its High-Density Polyethylene (“HDPE”) pipe business. The transaction was structured as an asset sale. Consideration received consisted of a 9.9% equity interest in the combined entity, Infra Pipes U.S Corp (“Infra Pipes”), and the right to receive additional consideration of up to $28,000 if Infra Pipes achieves specified future performance targets.
During the second quarter of 2026, the Company classified the HDPE business, which was previously included in the Electrical reportable segment, as held for sale. The HDPE business did not qualify as discontinued operations. As a result, the Company measured the assets and liabilities of the HDPE business disposal group at the lower of carrying value or fair value less costs to sell, resulting in a $6,500 goodwill impairment included in Asset impairments and a $25,664 loss included in Other expense (income), net in the Condensed Consolidated Statements of Operations for the nine months ended June 26, 2026.
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Upon completion of the sale during the third quarter of 2026, the Company recorded an additional loss of $10,497 included in Other expense (income), net in the Condensed Consolidated Statements of Operations for the three and nine months ended June 26, 2026.
The 9.9% equity interest in Infra Pipes was initially recorded at estimated fair value using a discounted cash flow model and is accounted for under the equity method of accounting. See Note 4, “Equity Method Investment” for additional details.
The contingent consideration will be paid if certain financial targets are achieved by Infra Pipes and is recorded as a derivative asset at fair value within Other long-term assets on the Condensed Consolidated Balance Sheets as of June 26, 2026. The initial fair value of the derivative was estimated using a correlated Monte Carlo simulation within an option pricing framework and there was no change in its estimated fair value from initial recognition through quarter end. Accordingly, no gain or loss was recognized during the three and nine months ended June 26, 2026 related to the derivative. See Note 15, “Fair Value Measurements” for details.
The discounted cash flow model and the Monte Carlo simulation used to estimate the fair value of the 9.9% equity interest in Infra Pipes and the contingent consideration include significant unobservable inputs and are therefore classified as Level 3 fair value measurements.
On December 1, 2025, the Company sold Tectron Tube. The transaction was structured as an asset sale.
| (in thousands) | Tectron Tube | |||||||
| Cash consideration | $ | 18,388 | ||||||
| Note received | 7,300 | |||||||
| Net assets divested | 23,273 | |||||||
| Gain on sale of business | $ | 2,415 | ||||||
Net assets divested included working capital of $14,727, fixed assets, net of $8,545, and right-of-use assets and lease liabilities of $387 and $386, respectively. Working capital primarily included accounts receivables, net of $3,971, and inventory, net of $10,227. For consideration, the Company received cash of $18,388 and a note receivable of $7,300 payable in April 2026.
During the third quarter of fiscal 2026, the Company finalized the post-closing net working capital adjustment related to the sale of Tectron Tube. The settlement resulted in a decrease to consideration received of $953, which was recognized as an adjustment to the gain on sale of business during the quarter. In addition, the Company received payment on the note receivable during the third quarter.
| (in thousands) | Tectron Tube | |||||||
| Gain on sale previously recognized | $ | 2,415 | ||||||
| Net working capital true-up | 953 | |||||||
| Final gain on sale | $ | 1,462 | ||||||
In fiscal 2023, the Company initiated plans to exit operations in Russia and that asset disposal group was recognized as assets held for sale. The Company recognized losses on those assets in fiscal 2023 as the Company did not expect to recover the value of its investment. The Company completed its exit in the first quarter of fiscal 2026 and recognized a loss on sale of business of $140.
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On February 10, 2025, the Company sold Northwest Polymers LLC. The transaction was structured as a stock sale.
| (in thousands) | Northwest Polymers | |||||||
| Cash consideration | $ | 6,711 | ||||||
| Net assets divested | 12,812 | |||||||
| Loss on sale of business | $ | (6,101) | ||||||
Net assets divested included intangibles, net of $7,692, fixed assets, net of $2,063, working capital of $1,900, right of use assets and liabilities of $3,521 and $3,120 respectively, and allocated goodwill of $756. As part of the sale, the Company recognized additional tax expense of $3,946, which includes disallowed loss on the transaction of $1,101 and the write off of related deferred tax assets of $2,845.
4. EQUITY METHOD INVESTMENT
On April 7, 2026, the Company completed the sale of the HDPE business to Infra Pipes Solutions U.S Corp. As a result of the transaction, the Company received a 9.9% equity interest in Infra Pipes and contingent consideration. See Note 3, “Divestitures” for additional details.
The Company’s 9.9% equity interest in Infra Pipes was initially recorded at fair value within Equity Method Investment on the Condensed Consolidated Balance Sheets as of June 26, 2026, and will subsequently be accounted for under the equity method of accounting because the Company has significant influence, primarily through its representation on Infra Pipes’ board of directors, but not a controlling interest.
Infra Pipes is a private North American manufacturer of polyethylene pipe and conduit products serving water, sewer, gas, telecommunications, mining and energy markets. Infra Pipes’ financial information is not available in time for concurrent reporting in the Company’s consolidated financial statements. Therefore, the Company reports the equity method effects for Infra Pipes on a one-quarter lag. The Company’s earnings for the fourth quarter of 2026 will include the Company’s equity method share of Infra Pipes third quarter earnings.
5. POSTRETIREMENT BENEFITS
The Company provides pension benefits through a number of noncontributory and contributory defined benefit retirement plans covering eligible U.S. employees. As of September 30, 2017, all defined pension benefit plans were frozen, whereby participants no longer accrue credited service.
The net periodic benefit credit was as follows:
| Three months ended | Nine months ended | |||||||||||||||||||||||||
| (in thousands) | June 26, 2026 | June 27, 2025 | June 26, 2026 | June 27, 2025 | ||||||||||||||||||||||
| Interest cost | $ | 1,118 | $ | 1,139 | $ | 3,354 | $ | 3,417 | ||||||||||||||||||
| Expected return on plan assets | (1,254) | (1,081) | (3,761) | (3,242) | ||||||||||||||||||||||
| Amortization of actuarial loss | 62 | 52 | 185 | 156 | ||||||||||||||||||||||
| Net periodic benefit (credit) cost | $ | (74) | $ | 110 | $ | (222) | $ | 331 | ||||||||||||||||||
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6. RESTRUCTURING CHARGES
On September 29, 2025, the Company announced plans for headcount reductions and plant closures at certain of its facilities. The following tables summarize the activities related to the plan.
The liability for restructuring reserves is included within Other current liabilities in the Company's condensed consolidated balance sheets as follows:
| Electrical | Safety & Infrastructure | Other/ Corporate | ||||||||||||||||||||||||||||||
| (in thousands) | Severance | Other | Severance | Severance | Total | |||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | 845 | $ | — | $ | 227 | $ | 257 | $ | 1,329 | ||||||||||||||||||||||
| Charges | 445 | 167 | 928 | (13) | 1,527 | |||||||||||||||||||||||||||
| Utilization | (772) | (162) | (245) | (244) | (1,423) | |||||||||||||||||||||||||||
| Balance as of December 26, 2025 | $ | 518 | $ | 5 | $ | 910 | $ | — | $ | 1,433 | ||||||||||||||||||||||
| Charges | 514 | 2,809 | 805 | — | 4,128 | |||||||||||||||||||||||||||
| Utilization | (603) | (2,555) | (309) | — | (3,467) | |||||||||||||||||||||||||||
| Balance as of March 27, 2026 | $ | 429 | $ | 259 | $ | 1,406 | $ | — | $ | 2,094 | ||||||||||||||||||||||
| Charges | 422 | 1,376 | 864 | 270 | 2,932 | |||||||||||||||||||||||||||
| Utilization | (738) | (1,627) | (2,270) | (270) | (4,905) | |||||||||||||||||||||||||||
| Balance as of June 26, 2026 | $ | 113 | $ | 8 | $ | — | $ | — | $ | 121 | ||||||||||||||||||||||
The Company expects to utilize all restructuring accruals as of June 26, 2026 within the next twelve months. The net restructuring charges included as a component of Selling, general and administrative expenses in the Company's condensed consolidated statements of operations were as follows:
| Three months ended | Nine months ended | |||||||||||||||||||||||||
| (in thousands) | June 26, 2026 | June 27, 2025 | June 26, 2026 | June 27, 2025 | ||||||||||||||||||||||
| Total restructuring charges, net | $ | 2,932 | $ | 602 | $ | 8,587 | $ | 1,518 | ||||||||||||||||||
In addition to the charges presented above, the Company reduced the remaining useful lives of assets still in use at the plants that are closing in fiscal 2026. This resulted in an additional depreciation expense of $17,903 to be recognized through June 26, 2026. Depreciation of plant assets is recognized in Cost of sales. Assets at the affected sites were fully depreciated by the end of the second quarter of fiscal 2026.
During fiscal 2026, the Company additionally recognized a non-cash impairment charge of $3,774 pertaining to operating lease right-of-use assets, as well as $1,279 associated with construction-in-progress assets, in connection with the closure of plants and the subsequent winding down of operations.
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7. OTHER EXPENSE (INCOME), NET
Other expense (income), net consisted of the following:
| Three months ended | Nine months ended | |||||||||||||||||||||||||
| (in thousands) | June 26, 2026 | June 27, 2025 | June 26, 2026 | June 27, 2025 | ||||||||||||||||||||||
| Loss (gain) on assets held for sale | $ | — | $ | (195) | $ | 25,664 | $ | 154 | ||||||||||||||||||
| Foreign exchange loss on intercompany loans | — | — | — | 1,021 | ||||||||||||||||||||||
| Pension-related benefits (charges) | (52) | 45 | (157) | 133 | ||||||||||||||||||||||
| Loss on sale of business | 12,653 | — | 10,378 | 6,101 | ||||||||||||||||||||||
| Other expense (income), net | $ | 12,601 | $ | (150) | $ | 35,886 | $ | 7,409 | ||||||||||||||||||
In fiscal 2026, the Company divested Vergo Coating SRL and Vergo Galva NV, Tectron Tube as well as operations in Russia, resulting in the Company recognizing a loss of $1,204, a gain of $2,415 and a loss of $140, respectively. In fiscal 2025, the Company divested Northwest Polymers, resulting in the Company recognizing a loss of $6,101.
During the third quarter of fiscal 2026, the Company finalized the post-closing net working capital adjustment related to the sale of Tectron Tube. The settlement resulted in a decrease to consideration received of $953, which was recognized as an adjustment to the gain on sale of business during the quarter.
At the end of the second quarter of fiscal 2026, the HDPE business met the criteria to be classified as held for sale and was measured at the lower of carrying amount or fair value less costs to sell, resulting in a loss on assets held for sale of $25,664. On April 7, 2026, the Company completed the divestiture and recognized an additional loss of $10,497. See Note 3, “Divestitures” for details.
8. INCOME TAXES
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The OBBBA contains corporate tax law changes, including the restoration of 100% bonus depreciation; the creation of Section 174A, which reinstates expensing for domestic research and experimental expenditures; modifications to Section 163(j) interest limitations; updates to the rules for global intangibles low-taxed income and foreign-derived intangible income; amendments to the rules for energy credits; and the expansion of Section 162(m) aggregation requirements. The Company is currently evaluating this legislation and determining what impact it would have to the Company’s financial statements.
For the three months ended June 26, 2026 and June 27, 2025, the Company’s effective tax rate attributable to income before income taxes was 113.4% and 22.0%, respectively. For the three months ended June 26, 2026 and June 27, 2025, the Company had income tax benefits of $6,304 and income tax expense of $12,128, respectively. The increase in the current period effective tax rate was driven by the discrete impact of the PVC litigation settlement recorded in the third quarter of fiscal 2026.
For the nine months ended June 26, 2026 and June 27, 2025, the Company’s effective tax rate attributable to income before income taxes was 27.2% and 16.8%, respectively. For the nine months ended June 26, 2026 and June 27, 2025, the Company had income tax benefits of $40,496 and income tax expense of $7,935, respectively. The increase in the current period effective tax rate was driven by the discrete impact of the PVC litigation settlement recorded in the current year. See Note 16, “Commitments and Contingencies” for further details regarding the PVC litigation settlement.
A valuation allowance has been recorded against certain net operating losses in certain foreign jurisdictions. A valuation allowance is recorded when it is determined to be more likely than not that
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these assets will not be fully realized in the foreseeable future. The realization of deferred tax assets is dependent upon whether the Company can generate future taxable income in the appropriate character and jurisdiction to utilize the assets. The amount of the deferred tax assets considered realizable is subject to adjustment in future periods.
9. EARNINGS PER SHARE
The Company calculates basic and diluted earnings per common share using the two-class method. Under the two-class method, net earnings are allocated to each class of common stock and participating securities as if all of the net earnings for the period had been distributed. The Company’s participating securities consist of share-based payment awards that contain a non-forfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common stockholders.
Basic earnings per common share excludes dilution and is calculated by dividing the net earnings allocated to common stock by the weighted-average number of common stock outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocated to common stock by the weighted-average number of shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating share-based awards.
The following tables set forth the computation of basic and diluted earnings per share:
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10. ACCUMULATED OTHER COMPREHENSIVE LOSS
The following tables present the changes in accumulated other comprehensive loss by component for the three months ended June 26, 2026 and June 27, 2025.
| (in thousands) | Defined Benefit Pension Items | Currency Translation Adjustments | Total | |||||||||||||||||
Balance as of March 27, 2026 | $ | (10,317) | $ | (6,887) | $ | (17,204) | ||||||||||||||
| Other comprehensive income before reclassifications | — | (2,090) | (2,090) | |||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income, net of tax | 49 | — | 49 | |||||||||||||||||
| Net current period other comprehensive income (loss) | 49 | (2,090) | (2,041) | |||||||||||||||||
Balance as of June 26, 2026 | $ | (10,268) | $ | (8,977) | $ | (19,245) | ||||||||||||||
| (in thousands) | Defined Benefit Pension Items | Currency Translation Adjustments | Total | |||||||||||||||||
Balance as of March 28, 2025 | $ | (10,325) | $ | (19,552) | $ | (29,877) | ||||||||||||||
| Other comprehensive loss before reclassifications | — | 16,221 | 16,221 | |||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss, net of tax | 41 | — | 41 | |||||||||||||||||
| Net current period other comprehensive income | 41 | 16,221 | 16,262 | |||||||||||||||||
Balance as of June 27, 2025 | $ | (10,284) | $ | (3,331) | $ | (13,615) | ||||||||||||||
The following tables present the changes in accumulated other comprehensive loss by component for the nine months ended June 26, 2026 and June 27, 2025.
| (in thousands) | Defined Benefit Pension Items | Currency Translation Adjustments | Total | |||||||||||||||||
Balance as of September 30, 2025 | $ | (10,414) | $ | (7,574) | $ | (17,988) | ||||||||||||||
| Other comprehensive loss before reclassifications | — | (1,403) | (1,403) | |||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss, net of tax | 146 | — | 146 | |||||||||||||||||
| Net current period other comprehensive income | 146 | (1,403) | (1,257) | |||||||||||||||||
Balance as of June 26, 2026 | $ | (10,268) | $ | (8,977) | $ | (19,245) | ||||||||||||||
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| (in thousands) | Defined Benefit Pension Items | Currency Translation Adjustments | Total | |||||||||||||||||
Balance as of September 30, 2024 | $ | (10,408) | $ | (8,686) | $ | (19,094) | ||||||||||||||
| Other comprehensive income before reclassifications | — | 5,355 | 5,355 | |||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income, net of tax | 124 | — | 124 | |||||||||||||||||
| Net current period other comprehensive income | 124 | 5,355 | 5,479 | |||||||||||||||||
Balance as of June 27, 2025 | $ | (10,284) | $ | (3,331) | $ | (13,615) | ||||||||||||||
11. INVENTORIES, NET
A majority of the Company’s inventories are recorded at the lower of cost (primarily last in, first out, or “LIFO”) or market or net realizable value, as applicable. Approximately 81% and 81% of the Company’s inventories were valued at the lower of LIFO cost or market at each of June 26, 2026 and September 30, 2025. Interim LIFO determinations, including those at June 26, 2026, are based on management’s estimates of future inventory levels and costs for the remainder of the current fiscal year.
| (in thousands) | June 26, 2026 | September 30, 2025 | ||||||||||||
| Purchased materials and manufactured parts, net | $ | 100,708 | $ | 134,869 | ||||||||||
| Work in process, net | 61,261 | 74,159 | ||||||||||||
| Finished goods, net | 227,566 | 275,817 | ||||||||||||
| Inventories, net | $ | 389,535 | $ | 484,845 | ||||||||||
Total inventories would be $44,023 higher and $8,995 higher than reported as of June 26, 2026 and September 30, 2025, respectively, if the first-in, first-out method was used for all inventories.
During the nine months ended June 26, 2026, inventory quantities in specific pools were lower at the end of the period than the quantities at the beginning of the period. This reduction resulted in a liquidation of LIFO inventory quantities carried at net higher costs prevailing in the respective prior years as compared with the cost of respective current year purchases. The effect of this inventory reduction resulted in increased cost of goods sold and decreasing operating income of approximately $3,431.
As of June 26, 2026, and September 30, 2025, the excess and obsolete inventory reserve was $24,411 and $23,192, respectively.
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12. PROPERTY, PLANT AND EQUIPMENT
As of June 26, 2026 and September 30, 2025, property, plant and equipment and accumulated depreciation were as follows:
| (in thousands) | June 26, 2026 | September 30, 2025 | ||||||||||||
| Land | $ | 29,856 | $ | 29,766 | ||||||||||
| Buildings and related improvements | 207,134 | 217,894 | ||||||||||||
| Machinery and equipment | 686,414 | 701,220 | ||||||||||||
| Leasehold improvements | 26,341 | 22,116 | ||||||||||||
| Software | 61,045 | 64,371 | ||||||||||||
| Construction in progress | 93,150 | 107,758 | ||||||||||||
| Property, plant and equipment, at cost | 1,103,940 | 1,143,125 | ||||||||||||
| Accumulated depreciation | (583,084) | (548,859) | ||||||||||||
| Property, plant and equipment, net | $ | 520,856 | $ | 594,266 | ||||||||||
Depreciation expense for the three months ended June 26, 2026 and June 27, 2025 totaled $19,577 and $18,925, respectively. Depreciation expense for the nine months ended June 26, 2026 and June 27, 2025 totaled $76,443 and $55,631, respectively.
13. GOODWILL AND INTANGIBLE ASSETS
Changes in the carrying amount of goodwill are as follows:
| (in thousands) | Electrical | Safety & Infrastructure | Total | |||||||||||||||||
| Balance as of September 30, 2025 | $ | 260,843 | $ | 33,642 | $ | 294,485 | ||||||||||||||
| Impairment | (6,500) | — | (6,500) | |||||||||||||||||
| Divestiture | (1,488) | — | (1,488) | |||||||||||||||||
| Exchange rate effects | (858) | (127) | (985) | |||||||||||||||||
| Balance as of June 26, 2026 | $ | 251,997 | $ | 33,515 | $ | 285,512 | ||||||||||||||
Goodwill balances as of June 26, 2026 included $12,145 and $61,885 of accumulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively.
Upon classification as held for sale in the second quarter of fiscal 2026, $6,500 of goodwill was allocated to the disposal group and fully impaired before the sale. The goodwill was allocated to the disposal group based on the relative fair value.
The Company allocated $1,488 of goodwill to Vergo Galva NV and Vergo Coating SRL in connection with their divestiture. The goodwill was allocated to the disposal group based on the relative fair value.
The Company assesses the recoverability of goodwill and indefinite-lived trade names on an annual basis in accordance with ASC 350, “Intangibles - Goodwill and Other.” The measurement date is the first day of the fourth fiscal quarter, or more frequently, if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit or the respective indefinite-lived trade name is less than the carrying value.
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The following table provides the gross carrying value, accumulated amortization and net carrying value for each major class of intangible asset:
| June 26, 2026 | September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Weighted Average Useful Life (Years) | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | ||||||||||||||||||||||||||||||||||
| Amortizable intangible assets: | |||||||||||||||||||||||||||||||||||||||||
| Customer relationships | 11 | $ | 374,692 | $ | (346,238) | $ | 28,454 | $ | 401,771 | $ | (338,201) | $ | 63,570 | ||||||||||||||||||||||||||||
| Other | 8 | 23,438 | (21,515) | 1,923 | 25,205 | (20,797) | 4,408 | ||||||||||||||||||||||||||||||||||
| Total | 398,130 | (367,753) | 30,377 | 426,976 | (358,998) | 67,978 | |||||||||||||||||||||||||||||||||||
| Indefinite-lived intangible assets: | |||||||||||||||||||||||||||||||||||||||||
| Trade names | 92,758 | — | 92,758 | 92,780 | — | 92,780 | |||||||||||||||||||||||||||||||||||
| Total | $ | 490,888 | $ | (367,753) | $ | 123,135 | $ | 519,756 | $ | (358,998) | $ | 160,758 | |||||||||||||||||||||||||||||
Other intangible assets consist of definite-lived trade names, technology, non-compete agreements and backlogs. Included in the table above are the effects of changes in exchange rates, which were not material for the nine months ended June 26, 2026. Amortization expense for the three months ended June 26, 2026 and June 27, 2025 was $3,608 and $10,108, respectively.
Expected amortization expense for intangible assets for the remainder of fiscal 2026 and over the next five years and thereafter is as follows:
| (in thousands) | ||||||||
| Remaining 2026 | $ | 3,583 | ||||||
| 2027 | 13,614 | |||||||
| 2028 | 3,845 | |||||||
| 2029 | 2,697 | |||||||
| 2030 | 2,697 | |||||||
| 2031 | 1,889 | |||||||
| Thereafter | 2,052 | |||||||
Actual amounts of amortization may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets and other events.
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14. DEBT
Debt as of June 26, 2026 and September 30, 2025 was as follows:
| (in thousands) | June 26, 2026 | September 30, 2025 | ||||||||||||
| ABL Credit Facility | $ | — | $ | — | ||||||||||
| Senior Secured Term Loan Facility due September 29, 2032 | 369,016 | 370,628 | ||||||||||||
| Senior Notes due June 2031 | 400,000 | 400,000 | ||||||||||||
| Deferred financing costs | (8,788) | (10,096) | ||||||||||||
| Total debt | $ | 760,228 | $ | 760,532 | ||||||||||
| Less: Current portion | 3,730 | 3,730 | ||||||||||||
| Long-term debt | $ | 756,498 | $ | 756,802 | ||||||||||
The asset-based credit facility (the “ABL Credit Facility”) has aggregate commitments of $325,000. AII is the borrower under the ABL Credit Facility which is guaranteed by the Company and all other subsidiaries of the Company (other than AII) that are guarantors of the Senior Notes (as defined below). AII’s availability under the ABL Credit Facility was $325,000 as of each of June 26, 2026 and September 30, 2025.
The ABL Credit Facility uses a forward-looking interest rate based on the Secured Overnight Financing Rate (“SOFR”) consisting of an applicable margin ranging from 1.25% to 1.75% and a credit spread adjustment of 0.10%.
On April 30, 2025, AII, a wholly owned subsidiary of the Company, entered into a Fourth Amendment to its existing Credit Agreement, dated as of August 28, 2020, which, among other things, (i) extended the maturity of the facility to the earlier of April 30, 2030 or 91 days prior to the maturity date of the existing senior term loan facility if at least $100,000 of obligations remain outstanding under the existing senior secured term loan facility on such date and (ii) amended certain terms and thresholds with respect to the Company’s borrowing base capacity.
On March 15, 2023, the Company entered into an amendment to the New Senior Secured Term Loan Facility to implement a forward-looking interest rate based on the Secured Overnight Financing Rate (“SOFR”) in lieu of LIBOR, consisting of an applicable margin of 2.00% and a credit spread adjustment of (i) 0.11448% for a one-month interest period, (ii) 0.26161% for a three-month interest period and (iii) 0.42826% for a six-month interest period.
On September 29, 2025, the Company entered into a new $373,000 senior secured term loan facility (the “New Senior Secured Term Loan Facility”) pursuant to an amendment to its existing Term Loan Credit Agreement (the “Amendment”). The New Senior Secured Term Loan Facility will mature on the earlier of (i) September 29, 2032 and (ii) the date that is 91 days prior to the maturity of the Company’s existing senior notes due June 1, 2031 if more than $100,000 of such senior notes remains outstanding as of such date. Borrowings under the New Senior Secured Term Loan Facility will bear interest at the rate of either (x) Term SOFR (with a floor of 0%) plus 2.00%, or (y) an alternate base rate (with a floor of 1.5%) plus 1.00%. The New Senior Secured Term Loan Facility has an annual amortization rate of 1.00%.
Senior Notes - On May 26, 2021, the Company completed the issuance and sale of the $400,000 aggregate principal amount of 4.25% Senior Notes due 2031 (the “Senior Notes”) in a private offering. The Senior Notes were sold only to qualified institutional buyers in compliance with Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside of the United States in compliance with Regulation S of the Securities Act.
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15. FAIR VALUE MEASUREMENTS
Certain assets and liabilities are required to be recorded at fair value on a recurring basis.
The Company periodically uses forward currency contracts to hedge the effects of foreign exchange relating to intercompany balances denominated in a foreign currency. These derivative instruments are not formally designated as a hedge by the Company. Short-term forward currency contracts are recorded in either other current assets or other current liabilities and long-term forward currency contracts are recorded in either other long-term assets or other long-term liabilities in the condensed consolidated balance sheets. The fair value gains and losses are included in Other expense (income), net, within the condensed consolidated statements of operations. See Note 7, “Other Expense (Income), net” for further detail.
Cash flows associated with foreign currency related derivative financial instruments are recognized in the operating section of the condensed consolidated statements of cash flows. The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles.
The Company had no active forward currency contracts as of June 26, 2026, or September 30, 2025.
The Company recognized a derivative asset associated with contingent consideration received in its HDPE divestiture during the three months ended June 26, 2026. See Note 3, “Divestitures” for further details.
The Company categorizes fair value measurements within a three-level hierarchy based on the observability of inputs used in measuring fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. Level 2 inputs are observable inputs other than quoted prices included within Level 1, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and other inputs that are observable or can be corroborated by observable market data. Level 3 inputs are unobservable inputs that reflect the assumptions that market participants would use in pricing an asset or liability. Fair value measurements are classified based on the lowest level input that is significant to the valuation in its entirety.
The fair value of the HDPE derivative asset was determined using a Monte-Carlo simulation within an option pricing framework. Significant unobservable inputs utilized in the valuation include the projected future enterprise values, expected timing of a liquidity event, EBITDA volatility, equity volatility, correlation assumption and the weighted average cost of capital. Because the valuation is based on significant unobservable inputs, the derivative asset is categorized within Level 3 of the fair value hierarchy. During the three months ended June 26, 2026, the Company recognized the derivative asset at an initial fair value of $9,400 in connection with the HDPE business divestiture, and there were no transfers into or out of Level 3 during the period.
The following table presents the Company’s assets and liabilities measured at fair value:
| June 26, 2026 | September 30, 2025 | |||||||||||||||||||||||||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||||||||
| Cash equivalents | $ | 240,937 | $ | — | $ | — | $ | 422,292 | $ | — | $ | — | ||||||||||||||||||||||||||
| HDPE derivative asset | — | — | 9,400 | — | — | — | ||||||||||||||||||||||||||||||||
The Company’s remaining financial instruments consist primarily of cash, accounts receivable and accounts payable whose carrying value approximate their fair value due to their short-term nature.
The estimated fair value of financial instruments not carried at fair value in the condensed consolidated balance sheets were as follows:
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| June 26, 2026 | September 30, 2025 | |||||||||||||||||||||||||
| (in thousands) | Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||||
| Senior Secured Term Loan Facility due September 29, 2032 | $ | 371,135 | $ | 371,599 | $ | 373,000 | $ | 371,135 | ||||||||||||||||||
| Senior Notes due June 2031 | 400,000 | 381,964 | 400,000 | 373,164 | ||||||||||||||||||||||
| Total Debt | $ | 771,135 | $ | 753,563 | $ | 773,000 | $ | 744,299 | ||||||||||||||||||
In determining the approximate fair value of its long-term debt, the Company used the trading values among financial institutions, and these values fall within Level 2 of the fair value hierarchy. The carrying value of the ABL Credit Facility approximates fair value due to it being a market-linked variable rate debt.
16. COMMITMENTS AND CONTINGENCIES
The Company has obligations related to commitments to purchase certain goods. As of June 26, 2026, such obligations were $146,457 for the rest of fiscal year 2026 and $16,000 for fiscal year 2027 and beyond. These amounts represent open purchase orders for materials used in production.
In connection with the HDPE divestiture, the Company committed to provide cash funding to Infra Pipes of $28,000. As of June 16, 2026, 13,000 of this commitment remained outstanding. The outstanding amount was paid in the fourth quarter of fiscal year 2026. See Note 3, “Divestitures” and Note 19, “Subsequent Events” for additional details.
Insurable Liabilities — The Company maintains policies with various insurance companies for its workers’ compensation, product, property, general, auto, and executive liability risks. The insurance policies that the Company maintains have various retention levels and excess coverage limits. The establishment and update of liabilities for unpaid claims, including claims incurred but not reported, is based on management's estimate as a result of the assessment by the Company's claim administrator of each claim and an independent actuarial valuation of the nature and severity of total claims. The Company utilizes a third-party claims administrator to pay claims, track and evaluate actual claims experience, and ensure consistency in the data used in the actuarial valuation.
Legal Contingencies — From time to time, the Company is subject to a number of disputes, administrative proceedings and other claims arising out of the ordinary conduct of the Company’s business. These matters generally relate to disputes arising out of the use or installation of the Company’s products, product liability litigation, contract disputes, patent infringement accusations, employment matters, personal injury claims and similar matters, but other claims can and have been raised.
Except as reflected below, any recorded liabilities, including any changes to such liabilities for the nine months ended June 26, 2026 and June 27, 2025, respectively, were not material to the condensed consolidated financial statements.
Claims, suits, investigations and proceedings are inherently uncertain, and it is not possible to predict the ultimate outcome of these matters. It is the Company’s experience that damage amounts claimed in litigation against it are unreliable and unrelated to possible outcomes, and as such are not meaningful indicators of the Company’s potential liability. Except to the extent reflected below, the Company believes the likelihood of material loss is remote and/or is unable to reasonably estimate any loss due to a number of factors, including considerations of the procedural status of the matter in question, and/or the ongoing discovery and development of information important to the matters.
Whether any losses, damages or remedies finally determined in any claim, suit, investigation or proceeding could reasonably have a material effect on the company’s business, financial condition, results of operations or cash flows will depend on a number of variables, including: the timing and amount of such losses or damages; the structure and type of any such remedies; the significance of the
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impact of any such losses, damages or remedies; and the unique facts and circumstances of the particular matter that may give rise to additional factors. While the Company will continue to defend itself vigorously, it is possible that the Company’s business, financial condition, results of operations or cash flows could be affected in any particular period by the resolution of one or more of these matters.
The following is a summary of the more significant legal matters involving the Company.
Historically, a number of lawsuits have been filed against the Company and the Company has also received other claim demand letters alleging that the Company's anti-microbial coated steel sprinkler pipe, which the Company has not manufactured or sold for several years, is incompatible with chlorinated polyvinyl chloride and caused stress cracking in such pipe manufactured by third parties when installed together in the same sprinkler system, which the Company refers to collectively as the “Special Products Claims.” Tyco International Ltd., now Johnson Controls, Inc. (“JCI”), has a contractual obligation to indemnify the Company in respect of all remaining and future claims of incompatibility between the Company's antimicrobial coated steel sprinkler pipe and CPVC pipe used in the same sprinkler system. When Special Products Claims arise, JCI has defended and indemnified the Company as required.
As of the date of this filing, no Special Product Claims are currently pending against the Company as JCI has resolved all claims at their sole cost and expense.
In the fourth quarter of fiscal 2024, the Company was named a defendant in several putative class action lawsuits, consolidated under the caption In re: PVC Pipe Antitrust Litigation (N.D. Ill. 24-cv-07639), seeking injunctive and monetary relief on behalf of both direct and indirect purchasers of PVC water pipe and PVC conduit. The suits generally alleged anticompetitive conduct related to the price of PVC pipes sold in the United States between approximately 2021 and the present. Specifically, the complaints alleged that the defendant PVC pipe manufacturers improperly shared otherwise confidential information through their contribution of information to, and readership of, a weekly report called “PVC & Pipe Weekly” published by defendant Oil Price Information Service, LLC (“OPIS”), as well as through direct communications with each other. The complaints claimed that this conspiracy violated Section 1 of the Sherman Antitrust Act of 1890, as amended, and certain state laws. Amended complaints were filed in federal court for the Northern District of Illinois in August 2025 that included additional allegations against the defendants, including the Company. Defendants filed motions to dismiss the amended complaints. On April 28, 2026, the Company entered into proposed settlement agreements with two of the three putative classes of plaintiffs in In re: PVC Pipe Antitrust Litigation: the Direct Purchaser Plaintiffs (“DPPs”) and Non-Converter Seller Purchaser Plaintiffs (“NCSPs”). On June 3, 2026, the Company entered into a proposed settlement agreement with the third putative class of plaintiffs, the End User Plaintiffs (“EUPs”). Specifically, the Company agreed to pay (i) the putative class of DPPs $72.5 million, (ii) the putative class of NCSPs $64 million and (iii) the putative class of EUPs $50 million, and for each settling putative class, to provide certain negotiated cooperation. The settlement agreements contain various other rights and obligations. The Company has not admitted liability in connection with any of these proposed settlements. The three putative classes each filed an unopposed motion for preliminary approval of each class’s respective settlement agreement. On June 8, 2026, the Court granted the unopposed motion to approve the settlement agreement with the DPPs. As of June 26, 2026, the Court has preliminarily approved the settlement agreements with the NCSPs and with the EUPs. The Company intends to vigorously defend itself against the claims asserted by the putative DPP, NCSP and EUP classes if the proposed settlements are not approved by the Court or are terminated according to their terms.
The settlement amounts for the putative class of DPPs and the putative class of NCSPs were reflected as a non-operating expense and a current liability in the quarter ended March 27, 2026. These amounts were paid during the quarter ended June 26, 2026. The settlement amount for the putative class of EUPs is reflected as a non-operating expense and a current liability in the quarter ended June 26, 2026. An adverse outcome in this antitrust litigation could have a material adverse impact on the Company’s business, financial position, results of operations or cash flows. The $50 million settlement amount for the EUPs was paid subsequent to June 26, 2026.
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In September 2025, the Company was also named a defendant in a lawsuit in British Columbia, Canada with allegations similar to those in the US antitrust lawsuits. At this time, the Company is not able to predict any outcome or estimate the amount of loss, if any, which could be associated with any adverse decision in this matter.
On February 13, 2025, the Company received from the U.S. Department of Justice Antitrust Division (“DOJ”) a grand jury subpoena issued by the U.S. District Court for the Northern District of California. The subpoena calls for production of documents relating to the pricing of the Company’s PVC pipe and conduit products. The Company is complying, and intends to continue to comply, with its obligations under the subpoena. In October 2025, the DOJ intervened in In re: PVC Pipe Antitrust Litigation and sought an order from the court staying most discovery in these matters for six months. DOJ’s motion to stay discovery was granted without objection. The DOJ subsequently moved to extend the stay through July 1, 2026, which extension was granted by the Court. The DOJ has since moved to extend certain aspects of the discovery stay through December 31, 2026, which is opposed in part by certain non-settling Defendants and remains pending before the Court. The DOJ investigation continues.
In the second quarter of fiscal 2025, the Company and certain of its current and former officers were named as defendants in two putative securities class action lawsuits under the captions Westchester Putnam Counties Heavy & Highway Laborers Local 60 Benefits Fund v. Atkore Inc. et al (N.D. Ill 1:25-cv-01851) and Coles v. Atkore Inc. et al (N.D. Ill 1:25-cv-02686). The complaints assert claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10(b)(5) promulgated thereunder, based on disclosures about the Company’s business, operations, and prospects, which were allegedly false or misleading based on the allegations in the antitrust matters described above. The complaints seek damages in an unspecified amount on behalf of all shareholders who purchased shares during the class period. Those cases were consolidated, an amended complaint was filed in August 2025, and a further amended complaint was filed in December 2025. The defendants moved to dismiss the complaint, and briefing on that motion was completed in June 2026. The Company believes there are defenses, both factual and legal, to the allegations in these proceedings, and the Company plans to vigorously defend the cases.
Also, in the second quarter of fiscal 2025, a putative shareholder derivative lawsuit was filed naming the Company as the nominal defendant under the caption Blatzer v. Waltz et al. (N.D. Ill 1:25-cv-02833). The Company’s directors and certain of its current and former officers are named as defendants. Two additional shareholder derivative lawsuits were filed under the captions LR Trust v. Waltz et al. (N.D. III 1:25-cv-08009) and Svensson v. Waltz el al. (N.D. Ill. 1:26-cv-06753). These complaints assert claims for breach of fiduciary duties, aiding and abetting breach of fiduciary duties, unjust enrichment, waste, and violations of federal securities laws, and in LR Trust, an insider trading claim, based primarily on the same alleged conduct underlying the securities class action lawsuits described above, and seek damages in an unspecified amount and other relief. Those lawsuits were consolidated and have been stayed.
At this time, the Company is not able to predict any outcome or estimate the amount of loss, if any, which could be associated with any adverse decision on the securities or derivative litigation above. An adverse outcome in the securities or derivative litigation above could have a material adverse impact on the Company’s business, financial position, results of operations or cash flows.
17. GUARANTEES
The Company had no outstanding letters of credit as of June 26, 2026. The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $25,519 as of June 26, 2026.
In disposing of assets or businesses, the Company often provides representations, warranties and indemnities to cover various risks including unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. The Company does not have the ability to estimate the potential liability
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from such indemnities because they relate to unknown conditions. However, the Company has no reason to believe that these uncertainties would have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.
In the normal course of business, the Company is liable for product performance and contract completion. In the opinion of management, such obligations will not have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.
18. SEGMENT INFORMATION
Atkore operates its business through two operating segments which are also its reportable segments: Electrical and Safety & Infrastructure. The Company’s operating segments are organized based on primary market channel and, in most instances, the end use of products. The Company reviews the results of its operating segments separately for the purpose of making decisions about resource allocation and performance assessment. The Company evaluates performance on the basis of net sales and Adjusted EBITDA.
The Electrical segment manufactures high quality products used in the construction of electrical power systems including conduit, cable and installation accessories. This segment serves contractors in partnership with the electrical wholesale channel.
The Safety & Infrastructure segment designs and manufactures solutions including metal framing, mechanical pipe, perimeter security and cable management for the protection and reliability of critical infrastructure. These solutions are marketed to contractors, original equipment manufacturers and end users.
The Company’s Chief Operating Decision Maker (“CODM”) is the President and Chief Executive Officer. The CODM uses Adjusted EBITDA to allocate resources predominantly in the annual planning process. Adjusted EBITDA is used to monitor and evaluate periodic results against budget, forecast and prior period results.
Both segments use Adjusted EBITDA as the primary measure of profit and loss. Segment Adjusted EBITDA is 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, asset impairment charges, certain legal matters, and other items, such as inventory reserves and adjustments, (gain) 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.
Intersegment transactions primarily consist of product sales at designated transfer prices on an arm’s-length basis. Gross profit earned and reported within the segment is eliminated in the Company’s consolidated results. Certain manufacturing and distribution expenses are allocated between the segments on a pro rata basis due to the shared nature of activities. Recorded amounts represent a proportional amount of the quantity of product produced for each segment. Certain assets, such as machinery and equipment and facilities, are not allocated to each segment despite serving both segments. These shared assets are reported within the Safety & Infrastructure segment. The Company allocates certain corporate operating expenses that directly benefit our operating segments, such as insurance and information technology, on a basis that reasonably approximates an estimate of the use of these services.
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| Three months ended | |||||||||||||||||||||||||||||||||||
| June 26, 2026 | June 27, 2025 | ||||||||||||||||||||||||||||||||||
| (in thousands) | External Net Sales | Intersegment Sales | Adjusted EBITDA | External Net Sales | Intersegment Sales | Adjusted EBITDA | |||||||||||||||||||||||||||||
| Electrical | $ | 578,300 | $ | 10 | $ | 89,330 | $ | 521,306 | $ | 2 | $ | 81,235 | |||||||||||||||||||||||
| Safety & Infrastructure | 216,500 | 328 | 28,138 | 213,739 | 224 | 30,731 | |||||||||||||||||||||||||||||
| Eliminations | — | (338) | — | (226) | |||||||||||||||||||||||||||||||
| Consolidated operations | $ | 794,800 | $ | — | $ | 735,045 | $ | — | |||||||||||||||||||||||||||
| Nine months ended | |||||||||||||||||||||||||||||||||||
| June 26, 2026 | June 27, 2025 | ||||||||||||||||||||||||||||||||||
| (in thousands) | External Net Sales | Intersegment Sales | Adjusted EBITDA | External Net Sales | Intersegment Sales | Adjusted EBITDA | |||||||||||||||||||||||||||||
| Electrical | $ | 1,580,298 | $ | 23 | $ | 218,782 | $ | 1,479,331 | $ | 9 | $ | 264,564 | |||||||||||||||||||||||
| Safety & Infrastructure | 601,426 | 753 | 75,628 | 619,036 | 924 | 82,374 | |||||||||||||||||||||||||||||
| Eliminations | — | (776) | — | (933) | |||||||||||||||||||||||||||||||
| Consolidated operations | $ | 2,181,724 | $ | — | $ | 2,098,367 | $ | — | |||||||||||||||||||||||||||
The table below presents the reconciliation of net sales from continuing operations to Adjusted EBITDA by segment.
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Presented below is a reconciliation of Operating segment Adjusted EBITDA to Income before income taxes:
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The table below presents capital expenditures by segment for the nine months ended June 26, 2026 and June 27, 2025, respectively. Additionally presented are total assets by segment as of June 26, 2026 and September 30, 2025.
The Company’s net sales by geography were as follows for the three and nine months ended June 26, 2026 and June 27, 2025:
| Three months ended | Nine months ended | |||||||||||||||||||||||||
| (in thousands) | June 26, 2026 | June 27, 2025 | June 26, 2026 | June 27, 2025 | ||||||||||||||||||||||
| United States | $ | 651,872 | $ | 653,392 | $ | 1,836,690 | $ | 1,835,544 | ||||||||||||||||||
| Other Americas | 17,905 | 19,859 | 55,862 | 62,753 | ||||||||||||||||||||||
| Europe | 52,234 | 52,212 | 151,597 | 167,240 | ||||||||||||||||||||||
| Asia-Pacific | 72,789 | 9,582 | 137,575 | 32,830 | ||||||||||||||||||||||
| Total | $ | 794,800 | $ | 735,045 | $ | 2,181,724 | $ | 2,098,367 | ||||||||||||||||||
The Company’s long-lived assets by geography were as follows:
| Long-Lived Assets | ||||||||||||||
| (in thousands) | June 26, 2026 | September 30, 2025 | ||||||||||||
| United States | $ | 602,355 | $ | 681,948 | ||||||||||
| Other Americas | 9,092 | 8,253 | ||||||||||||
| Europe | 41,647 | 53,300 | ||||||||||||
| Asia-Pacific | 7,589 | 7,445 | ||||||||||||
| Total | $ | 660,683 | $ | 750,946 | ||||||||||
The table below shows the amount of net sales from external customers for each of the Company’s product categories which accounted for 10% or more of consolidated net sales in either period for the three and nine months ended June 26, 2026 and June 27, 2025:
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19. SUBSEQUENT EVENTS
On July 6, 2026, the Company paid Infra Pipes $13,000 to settle the outstanding portion of its cash funding commitments related to the HDPE divestiture. See Note 3, “Divestitures” and Note 16, “Commitments and Contingencies” for details.
On July 30, 2026, Atkore’s Board of Directors approved a quarterly dividend payment of $0.33 per share of common stock payable on August 28, 2026 to stockholders of record on August 16, 2026.
On August 2, 2026, Atkore entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Prysmian S.p.A., a company organized under the laws of the Republic of Italy (“Prysmian”), Trinity Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Prysmian (“Merger Sub”), and, solely as provided in certain sections of the Merger Agreement, Prysmian Cables and Systems USA, LLC, a Delaware limited liability company (the “Guarantor”), pursuant to which, at the closing of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into Atkore, with Atkore surviving as a wholly owned subsidiary of Prysmian (the “Merger”). Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Atkore’s common stock issued and outstanding immediately prior to the Effective Time (subject to certain customary exceptions specified in the Merger Agreement) will be converted into the right to receive $95.00 per share in cash, without interest.
The consummation of the Merger is subject to the satisfaction or waiver of customary closing conditions, including, among others, the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Atkore’s common stock entitled to vote thereon at a meeting of Atkore’s stockholders duly called and held for such purposes, the expiration or termination of applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of certain regulatory approvals. Prysmian’s obligations are also conditioned upon the absence of any material adverse effect since the Merger Agreement. The Merger Agreement also contains customary representations, warranties and covenants by each of Prysmian, Merger Sub and Atkore and certain representations, warranties and covenants by the Guarantor, including, among others, covenants by Atkore to use commercially reasonable efforts to conduct its business in all material respects in the ordinary course and, to the extent consistent therewith, to preserve in all material respects its business organization, material assets and properties and maintain its existing material relationships and goodwill, and to refrain from taking certain specified actions without the consent of Prysmian.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following information should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in this report. The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed below and included or referenced elsewhere in this report, particularly in the sections entitled “Forward-Looking Statements” and “Risk Factors.”
Incremental Market Uncertainties
Recent events, including the imposition of tariffs and other changes in international trade policy, central bank interest rate adjustments, inflation, and conflicts in Ukraine and the Middle East are creating additional uncertainty in the global economy, generally, and in the markets we operate in. The aforementioned conflicts and other factors have had and will continue to have adverse effects on global supply chains, which may impact some aspects of our business. Furthermore, we are mindful of the effects that adverse weather can have on our domestic supply chain.
Proposed Merger
On August 2, 2026, Atkore entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Prysmian S.p.A., a company organized under the laws of the Republic of Italy (“Prysmian”), Trinity Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Prysmian (“Merger Sub”), and, solely as provided in certain sections of the Merger Agreement, Prysmian Cables and Systems USA, LLC, a Delaware limited liability company (the “Guarantor”), pursuant to which, at the closing of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into Atkore, with Atkore surviving as a wholly owned subsidiary of Prysmian (the “Merger”).
Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Atkore’s common stock issued and outstanding immediately prior to the Effective Time (subject to certain customary exceptions specified in the Merger Agreement) will be converted into the right to receive $95.00 per share in cash, without interest.
The consummation of the Merger is subject to the satisfaction or waiver of customary closing conditions, including, among others, the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Atkore’s common stock entitled to vote thereon at a meeting of Atkore’s stockholders duly called and held for such purposes, the expiration or termination of applicable waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and the receipt of certain regulatory approvals. Prysmian’s obligations are also conditioned upon the absence of any material adverse effect since the Merger Agreement. The Merger Agreement also contains customary representations, warranties and covenants by each of Prysmian, Merger Sub and Atkore and certain representations, warranties and covenants by the Guarantor, including, among others, covenants by Atkore to use commercially reasonable efforts to conduct its business in all material respects in the ordinary course and, to the extent consistent therewith, to preserve in all material respects its business organization, material assets and properties and maintain its existing material relationships and goodwill, and to refrain from taking certain specified actions without the consent of Prysmian.
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RESULTS OF OPERATIONS
The consolidated results of operations for the three months ended June 26, 2026 and June 27, 2025 were as follows:
| Three months ended | |||||||||||||||||||||||
| (in thousands) | June 26, 2026 | June 27, 2025 | Change | % Change | |||||||||||||||||||
| Net sales | $ | 794,800 | $ | 735,045 | $ | 59,755 | 8.1 | % | |||||||||||||||
| Cost of sales | 618,533 | 562,985 | 55,548 | 9.9 | % | ||||||||||||||||||
| Gross profit | 176,267 | 172,060 | 4,207 | 2.4 | % | ||||||||||||||||||
| Selling, general and administrative | 108,669 | 98,139 | 10,530 | 10.7 | % | ||||||||||||||||||
| Intangible asset amortization | 3,608 | 10,108 | (6,500) | (64.3) | % | ||||||||||||||||||
| Operating income | 63,990 | 63,813 | 177 | 0.3 | % | ||||||||||||||||||
| Interest expense, net | 6,948 | 8,873 | (1,925) | (21.7) | % | ||||||||||||||||||
Litigation settlement expense | 50,000 | — | 50,000 | 100.0 | % | ||||||||||||||||||
| Other expense (income), net | 12,601 | (150) | 12,751 | (8,500.7) | % | ||||||||||||||||||
| Income (loss) before income taxes | (5,559) | 55,090 | (60,649) | (110.1) | % | ||||||||||||||||||
| Income tax expense (benefit) | (6,304) | 12,128 | (18,432) | (152.0) | % | ||||||||||||||||||
Net income | $ | 745 | $ | 42,962 | $ | (42,217) | (98.3) | % | |||||||||||||||
Net sales
| % Change | ||||||||
| Volume | 8.9 | % | ||||||
| Average selling prices | 3.0 | % | ||||||
| Foreign exchange | 1.1 | % | ||||||
| Divestitures | (5.3) | % | ||||||
| Other | 0.4 | % | ||||||
| Net sales | 8.1 | % | ||||||
Net sales increased by $59.8 million, or 8.1%, to $794.8 million for the three months ended June 26, 2026, compared to $735.0 million for the three months ended June 27, 2025. The increase in net sales is primarily attributed to increased sales volume of $65.7 million, increased average selling prices of $22.4 million and foreign exchange benefits of $8.0 million partially offset by the impact of divestitures of $39.0 million.
Cost of sales
| % Change | ||||||||
| Volume | 8.7 | % | ||||||
| Average input costs | 8.7 | % | ||||||
| Foreign exchange | 1.1 | % | ||||||
| Divestitures | (8.6) | % | ||||||
| Other | — | % | ||||||
| Cost of sales | 9.9 | % | ||||||
Cost of sales increased by $55.5 million, or 9.9%, to $618.5 million for the three months ended June 26, 2026 compared to $563.0 million for the three months ended June 27, 2025. The increase was primarily
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due to increased input costs of $48.9 million, increased sales volume of $48.8 million and foreign exchange impact of $6.4 million, partially offset by the impact of recent divestitures $48.1 million.
Selling, general and administrative
Selling, general and administrative expenses increased by $10.5 million, or 10.7%, to $108.7 million for the three months ended June 26, 2026 compared to $98.1 million for the three months ended June 27, 2025. The increase was primarily due to increased transaction and litigation costs of $9.8 million, increased compensation costs, net of productivity initiatives, of $3.7 million and higher costs of $6.0 million across various other spend categories, partially offset by the impact of recent divestitures and plant closures of $9.1 million.
Intangible asset amortization
Intangible asset amortization expense decreased to $3.6 million for the three months ended June 26, 2026 compared to $10.1 million for the three months ended June 27, 2025. The decrease in amortization expense resulted from certain intangibles becoming fully amortized, the amortizable base decreasing as a result of impairment charges recorded in fiscal 2025 and the divestiture of the HDPE business in fiscal 2026.
Interest expense, net
Interest expense, net decreased by $1.9 million, or 21.7% to $6.9 million for the three months ended June 26, 2026 compared to $8.9 million for the three months ended June 27, 2025. The decrease is primarily due to decreased interest rates on the Company’s Senior Secured Term Loan Facility.
Litigation settlement expense
Litigation settlement expense increased to $50.0 million for the three months ended June 26, 2026 compared to no related expense for the three months ended June 27, 2025. The increase in expense is related to the settlement of one of the putative classes in the PVC antitrust litigation described in Note 16, “Commitments and Contingencies”.
Other expense (income), net
The Company recognized $12.6 million of other expense for the three months ended June 26, 2026 compared to $0.2 million of other income for the three months ended June 27, 2025. This change is primarily due to the divestitures of the HDPE business and Vergo G&C which resulted in recorded losses of $10.5 million and $1.2 million, respectively, as described in Note 3, “Divestitures”.
Income tax expense (benefit)
The Company’s income tax rate increased to 113.4% for the three months ended June 26, 2026 compared to 22.0% for the three months ended June 27, 2025. The increase in the current period effective tax rate was driven by the discrete impact of the PVC litigation settlement recorded in the third quarter of fiscal 2026.
SEGMENT RESULTS
The Electrical segment manufactures high quality products used in the construction of electrical power systems including conduit, cable and installation accessories. This segment serves contractors in partnership with the electrical wholesale channel.
The Safety & Infrastructure segment designs and manufactures solutions including metal framing, mechanical pipe, perimeter security and cable management for the protection and reliability of critical infrastructure. These solutions are marketed to contractors, original equipment manufacturers and end users.
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Both segments use Adjusted EBITDA as the primary measure of profit and loss. Segment Adjusted EBITDA is 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, asset impairment charges, certain legal matters, and other items, such as inventory reserves and adjustments, (gain) 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 segment Adjusted EBITDA margin as segment Adjusted EBITDA as a percentage of segment Net sales.
Electrical
| Three months ended | ||||||||||||||||||||||||||
| (in thousands) | June 26, 2026 | June 27, 2025 | Change | % Change | ||||||||||||||||||||||
| Net sales | $ | 578,310 | $ | 521,308 | $ | 57,002 | 10.9 | % | ||||||||||||||||||
| Adjusted EBITDA | $ | 89,330 | $ | 81,235 | $ | 8,095 | 10.0 | % | ||||||||||||||||||
| Adjusted EBITDA margin | 15.4 | % | 15.6 | % | ||||||||||||||||||||||
Net sales
| % Change | ||||||||
| Volume | 12.0 | % | ||||||
| Average selling prices | 2.6 | % | ||||||
| Foreign exchange | 1.5 | % | ||||||
| Divestitures | (5.3) | % | ||||||
| Other | 0.1 | % | ||||||
| Net sales | 10.9 | % | ||||||
Net sales increased by $57.0 million, or 10.9%, to $578.3 million for the three months ended June 26, 2026 compared to $521.3 million for the three months ended June 27, 2025. The increase in net sales is primarily attributed to increased sales volume of $62.8 million, foreign exchange benefits of $8.0 million and increased average selling prices of $13.7 million, partially offset by divestitures of businesses of $27.5 million.
Adjusted EBITDA
Adjusted EBITDA for the three months ended June 26, 2026 increased by $8.1 million, or 10.0%, to $89.3 million from $81.2 million for the three months ended June 27, 2025. Adjusted EBITDA margin decreased to 15.4% for the three months ended June 26, 2026 compared to 15.6% for the three months ended June 27, 2025. The increase in Adjusted EBITDA was primarily driven by increased sales volume while Adjusted EBITDA margin decreased largely due to increases in input costs outpacing increases in average selling prices.
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Safety & Infrastructure
| Three months ended | ||||||||||||||||||||||||||
| (in thousands) | June 26, 2026 | June 27, 2025 | Change | % Change | ||||||||||||||||||||||
| Net sales | $ | 216,828 | $ | 213,963 | $ | 2,865 | 1.3 | % | ||||||||||||||||||
| Adjusted EBITDA | $ | 28,138 | $ | 30,731 | $ | (2,593) | (8.4) | % | ||||||||||||||||||
| Adjusted EBITDA margin | 13.0 | % | 14.4 | % | ||||||||||||||||||||||
Net sales
| % Change | ||||||||
| Volume | 1.4 | % | ||||||
| Average selling prices | 4.1 | % | ||||||
| Solar energy tax credit rebates | 1.3 | % | ||||||
| Divestitures | (5.4) | % | ||||||
| Other | (0.1) | % | ||||||
| Net sales | 1.3 | % | ||||||
Net sales increased by $2.9 million, or 1.3%, for the three months ended June 26, 2026 to $216.8 million compared to $214.0 million for the three months ended June 27, 2025. The increase is primarily attributed to an increase in average selling prices of $8.7 million, increased sales volume of $2.9 million, and lower solar credit rebates of $2.7 million, partially offset by the impact of recent divestitures of $11.5 million.
Adjusted EBITDA
Adjusted EBITDA decreased by $2.6 million, or 8.4%, to $28.1 million for the three months ended June 26, 2026 compared to $30.7 million for the three months ended June 27, 2025. Adjusted EBITDA margin decreased to 13.0% for the three months ended June 26, 2026 compared to 14.4% for the three months ended June 27, 2025. The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to higher input costs outpacing increases in average selling prices.
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The consolidated results of operations for the nine months ended June 26, 2026 and June 27, 2025 were as follows:
| Nine months ended | |||||||||||||||||||||||
| (in thousands) | June 26, 2026 | June 27, 2025 | Change | % Change | |||||||||||||||||||
| Net sales | $ | 2,181,724 | $ | 2,098,367 | $ | 83,357 | 4.0 | % | |||||||||||||||
| Cost of sales | 1,743,408 | 1,570,102 | 173,306 | 11.0 | % | ||||||||||||||||||
| Gross profit | 438,316 | 528,265 | (89,949) | (17.0) | % | ||||||||||||||||||
| Selling, general and administrative | 316,135 | 288,630 | 27,505 | 9.5 | % | ||||||||||||||||||
| Intangible asset amortization | 16,201 | 31,972 | (15,771) | (49.3) | % | ||||||||||||||||||
| Asset impairment charges | 11,553 | 127,733 | (116,180) | (91.0) | % | ||||||||||||||||||
| Operating income | 94,427 | 79,930 | 14,497 | 18.1 | % | ||||||||||||||||||
| Interest expense, net | 20,832 | 25,343 | (4,511) | (17.8) | % | ||||||||||||||||||
| Litigation settlement expense | 186,500 | — | 186,500 | 100.0 | % | ||||||||||||||||||
| Other expense, net | 35,886 | 7,409 | 28,477 | 384.4 | % | ||||||||||||||||||
| Income (loss) before income taxes | (148,791) | 47,178 | (195,969) | (415.4) | % | ||||||||||||||||||
| Income tax expense (benefit) | (40,496) | 7,935 | (48,431) | (610.3) | % | ||||||||||||||||||
| Net income | $ | (108,295) | $ | 39,243 | $ | (147,538) | (376.0) | % | |||||||||||||||
Net sales
| % Change | ||||||||
| Volume | 5.4 | % | ||||||
| Average selling prices | 0.7 | % | ||||||
| Solar energy tax credits | (0.3) | % | ||||||
| Foreign exchange | 0.9 | % | ||||||
| Divestitures | (2.7) | % | ||||||
| Net sales | 4.0 | % | ||||||
Net sales increased by $83.4 million, or 4.0%, to $2,181.7 million for the nine months ended June 26, 2026, compared to $2,098.4 million for the nine months ended June 27, 2025. The increase in net sales is primarily attributed to increased sales volume of $113.3 million, higher average selling price of $14.6 million and foreign exchange benefits of $18.3 million, partially offset by the impact of divestitures of $56.8 million and the impact of solar credits rebates of $6.0 million.
Cost of sales
| % Change | ||||||||
| Volume | 5.7 | % | ||||||
| Average input costs | 9.6 | % | ||||||
| Freight | (2.2) | % | ||||||
| Foreign exchange | 1.0 | % | ||||||
| Divestitures | (4.1) | % | ||||||
| Other | 1.0 | % | ||||||
| Cost of sales | 11.0 | % | ||||||
Cost of sales increased by $173.3 million, or 11.0%, to $1,743.4 million for the nine months ended June 26, 2026 compared to $1,570.1 million for the nine months ended June 27, 2025. The increase in cost of sales was primarily due to higher input costs of $151.5 million, higher sales volume of $89.4 million and
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foreign exchange impacts of $15.3 million partially offset by lower freight costs of $34.4 million and the impact of recent divestitures of $64.3 million.
Selling, general and administrative
Selling, general and administrative expenses increased by $27.5 million, or 9.5%, to $316.1 million for the nine months ended June 26, 2026, compared to $288.6 million for the nine months ended June 27, 2025. The increase was primarily due to increased transaction and litigation costs of costs of $19.9 million, compensation costs, net of productivity initiatives, of $0.9 million, $13.6 million spread across a variety of other spend categories including restructuring, partially offset by the impact of divestitures and plant closures of $6.9 million.
Intangible asset amortization
Intangible asset amortization expense decreased to $16.2 million for the nine months ended June 26, 2026, compared to $32.0 million for the nine months ended June 27, 2025. The decrease in amortization expense resulted from certain intangibles becoming fully amortized, the amortizable base decreasing as a result of impairment charges recorded in fiscal 2025 and the divestiture of the HDPE business in fiscal 2026.
Asset impairment charges
Asset impairment charges decreased to $11.6 million for the nine months ended June 26, 2026 compared to $127.7 million for the nine months ended June 27, 2025. The decrease in asset impairment charges resulted primarily from the impairment charges recorded against the HDPE business in fiscal 2025 of $127.7 million compared to the fiscal 2026 impairments of goodwill related to the HDPE business of $6.5 million and impairment charges on other assets in connection with the closure of plants, as described in Note 6, “Restructuring Charges” of $5.1 million.
Interest expense, net
Interest expense, net, decreased by $4.5 million, or 17.8%, to $20.8 million for the nine months ended June 26, 2026, compared to $25.3 million for the nine months ended June 27, 2025. The decrease is primarily due to decreased interest rates on the Company’s Senior Secured Term Loan Facility.
Litigation settlement expense
Litigation settlement expense increased to $186.5 million for the nine months ended June 26, 2026 compared to no related expense for the nine months ended June 27, 2025. The increase in expense is related to the settlement of the PVC antitrust litigation described in Note 16, “Commitments and Contingencies”.
Other expense (income), net
Other expense, net, increased to $35.9 million of expense for the nine months ended June 26, 2026, compared to $7.4 million of expense for the nine months ended June 27, 2025. This is primarily due to a loss on assets held for sale of $25.7 million related to the HDPE business and a net loss on divestitures of $10.4 million in fiscal 2026 compared to a loss on the sale of Northwest Polymers of $6.1 million in fiscal 2025.
Income tax expense (benefit)
The Company’s income tax rate increased to 27.2% for the nine months ended June 26, 2026, compared to 16.8% for the nine months ended June 27, 2025. The increase in the current period effective tax rate was driven by the discrete impact of the PVC litigation settlement recorded in the current year.
38
SEGMENT RESULTS
Electrical
| Nine months ended | ||||||||||||||||||||||||||
| (in thousands) | June 26, 2026 | June 27, 2025 | Change | % Change | ||||||||||||||||||||||
| Net sales | $ | 1,580,321 | $ | 1,479,340 | $ | 100,981 | 6.8 | % | ||||||||||||||||||
| Adjusted EBITDA | $ | 218,782 | $ | 264,564 | $ | (45,782) | (17.3) | % | ||||||||||||||||||
| Adjusted EBITDA margin | 13.8 | % | 17.9 | % | ||||||||||||||||||||||
Net sales
| % Change | ||||||||
| Volume | 7.7 | % | ||||||
| Average selling prices | 0.1 | % | ||||||
| Foreign exchange | 1.2 | % | ||||||
| Divestitures | (2.3) | % | ||||||
| Other | 0.1 | % | ||||||
| Net sales | 6.8 | % | ||||||
Net sales increased by $101.0 million, or 6.8%, to $1,580.3 million for the nine months ended June 26, 2026, compared to $1,479.3 million for the nine months ended June 27, 2025. The increase in net sales is primarily attributed to increased sales volume of $114.6 million, the impact of foreign exchange of $18.1 million and increased average selling prices of $2.1 million, partially offset by the impact of divestitures of $33.8 million.
Adjusted EBITDA
Adjusted EBITDA for the nine months ended June 26, 2026 decreased by $45.8 million, or 17.3%, to $218.8 million from $264.6 million for the nine months ended June 27, 2025. Adjusted EBITDA margin decreased to 13.8% for the nine months ended June 26, 2026, compared to 17.9% for the nine months ended June 27, 2025. The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to the increase in input costs outpacing increases in average selling prices.
Safety & Infrastructure
| Nine months ended | ||||||||||||||||||||||||||
| (in thousands) | June 26, 2026 | June 27, 2025 | Change | % Change | ||||||||||||||||||||||
| Net sales | $ | 602,179 | $ | 619,960 | $ | (17,781) | (2.9) | % | ||||||||||||||||||
| Adjusted EBITDA | $ | 75,628 | $ | 82,374 | $ | (6,746) | (8.2) | % | ||||||||||||||||||
| Adjusted EBITDA margin | 12.6 | % | 13.3 | % | ||||||||||||||||||||||
39
Net sales
| Change (%) | ||||||||
| Volume | (0.2) | % | ||||||
| Average selling prices | 2.0 | % | ||||||
| Solar energy tax credits rebates | (1.0) | % | ||||||
| Divestitures | (3.7) | % | ||||||
| Net sales | (2.9) | % | ||||||
Net sales decreased by $17.8 million, or 2.9%, to $602.2 million for the nine months ended June 26, 2026, compared to $620.0 million for the nine months ended June 27, 2025. The decrease is primarily due to the impact of divestitures of $23.0 million, the higher impact of solar tax credit rebates of $6.0 million and a decrease in volume of $1.3 million, partially offset by increased average selling prices of $12.5 million.
Adjusted EBITDA
Adjusted EBITDA decreased $6.7 million, or 8.2%, to $75.6 million for the nine months ended June 26, 2026, compared to $82.4 million for the nine months ended June 27, 2025. Adjusted EBITDA margin decreased to 12.6% for the nine months ended June 26, 2026, compared to 13.3% for the nine months ended June 27, 2025. The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to increases in input costs outpacing increases in average selling prices.
LIQUIDITY AND CAPITAL RESOURCES
We believe we have sufficient liquidity to support our ongoing operations and to invest in future growth and create value for stockholders. Our cash and cash equivalents were $346.2 million as of June 26, 2026, of which $132.6 million was held at non-U.S. subsidiaries. Those cash balances at foreign subsidiaries may be subject to withholding or local country taxes if the Company’s intention to permanently reinvest such income were to change and cash was repatriated to the United States.
In general, we require cash to fund working capital investments, acquisitions, capital expenditures, debt repayment, interest payments, taxes, share repurchases and dividend payments. We have access to the ABL Credit Facility to fund operational needs. As of June 26, 2026, there were no outstanding borrowings under the ABL Credit Facility and no letters of credit issued under the ABL Credit Facility. The borrowing base was estimated to be $325.0 million and approximately $325.0 million was available under the ABL Credit Facility as of June 26, 2026. Outstanding letters of credit count as utilization of the commitments under the ABL Credit Facility and reduce the amount available for borrowings.
The agreements governing the Senior Secured Term Loan Facility and the ABL Credit Facility (collectively, the "Credit Facilities") contain covenants that limit or restrict AII’s ability to incur additional indebtedness, repurchase debt, incur liens, sell assets, make certain payments (including dividends), and enter into transactions with affiliates. AII has been in compliance with the covenants under the agreements for all periods presented.
We may from time to time repurchase our debt or take other steps to reduce our debt. These actions may include open market repurchases, negotiated repurchases or opportunistic refinancing of debt. The amount of debt, if any, that may be repurchased or refinanced will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants and other considerations.
Our use of cash may fluctuate during the year and from year to year due to differences in demand and changes in economic conditions primarily related to the prices of the commodities we purchase.
Capital expenditures have historically been necessary to expand and update the production capacity and improve the productivity of our manufacturing operations.
Pursuant to the Merger Agreement, prior to the closing of the Merger, we may not, without Prysmian’s prior written consent, declare, set aside, authorize or pay any dividend or distribution in respect of our
40
common stock, other than regular quarterly dividends in an amount no greater than $0.33 per share per quarter, paid at such times and in a manner consistent with our historical quarterly dividend practice. The quarterly dividend of $0.33 per share declared on July 30, 2026, and payable on August 28, 2026, to stockholders of record on August 16, 2026, is permitted under the Merger Agreement and does not require Prysmian’s consent.
Our ongoing liquidity needs are expected to be funded by cash on hand, net cash provided by operating activities and, as required, borrowings under the ABL Credit Facility. We expect that cash provided from operations and available capacity under the ABL Credit Facility will provide sufficient funds to operate our business, make expected capital expenditures and meet our liquidity requirements for at least the next twelve months, including payments of interest and principal on our debt.
There have been no material changes in our contractual obligations and commitments since the filing of our Annual Report on Form 10-K.
Limitations on distributions and dividends by subsidiaries
AI and AII are each holding companies, and as such have no independent operations or material assets other than ownership of equity interests in their respective subsidiaries. Each company depends on its respective subsidiaries to distribute funds to it so that it may pay obligations and expenses, including satisfying obligations with respect to indebtedness. The ability of our subsidiaries to make distributions and dividends to us depends on their operating results, cash requirements and financial and general business conditions, as well as restrictions under the laws of our subsidiaries' jurisdictions.
The agreements governing the Credit Facilities significantly restrict the ability of our subsidiaries, including AII, to pay dividends, make loans or otherwise transfer assets from AII and, in turn, to us. Further, AII's subsidiaries are permitted under the terms of the Credit Facilities to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to AII and, in turn, to us. The Senior Secured Term Loan Facility requires AII to meet a certain consolidated coverage ratio on an incurrence basis in connection with additional indebtedness. The ABL Credit Facility contains limits on additional indebtedness based on various conditions for incurring the additional debt. AII has been in compliance with the covenants under the agreements for all periods presented.
The table below summarizes cash flow information derived from our statements of cash flows for the periods indicated:
| Nine months ended | ||||||||||||||
| (in thousands) | June 26, 2026 | June 27, 2025 | ||||||||||||
| Cash flows provided by (used in): | ||||||||||||||
| Operating activities | $ | (90,335) | $ | 192,359 | ||||||||||
| Investing activities | (26,112) | (69,302) | ||||||||||||
| Financing activities | (41,390) | (143,149) | ||||||||||||
Operating activities
During the nine months ended June 26, 2026, the Company used $90.3 million cash flow in operating activities compared to generating $192.4 million during the nine months ended June 27, 2025. The $282.7 million decrease in cash provided was primarily due to changes in working capital and taxes payable. Net loss increased $147.5 million but was offset by an increase in transaction and impairment related non-cash charges of $36.4 million and an increase in other noncash adjustments, such as depreciation and deferred taxes, of $6.6 million. Changes in working capital represented $57.9 million of cash outflows primarily from the impact of certain legal settlements and increases in accounts receivable and income taxes, partially offset by decreases in inventory.
41
Investing activities
During the nine months ended June 26, 2026, the Company used $26.1 million in investing activities compared to $69.3 million during the nine months ended June 27, 2025. The $43.2 million decrease in cash used in investing activities was primarily due to a decrease of $44.5 million in capital expenditures and an increase in proceeds from the sale of a businesses of $22.6 million, partially offset by less proceeds from the sale of equipment of $7.1 million and cash contributed to a divested business of $15.0 million.
Financing Activities
During the nine months ended June 26, 2026, the Company used $41.4 million in financing activities compared to $143.1 million used during the nine months ended June 27, 2025. The decrease in cash used in financing activities is primarily due to $100.0 million less cash used to repurchase common stock during the nine months ended June 26, 2026.
CHANGES IN CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There have been no material changes in our critical accounting policies and estimates since the filing of our Annual Report on Form 10-K.
RECENT ACCOUNTING STANDARDS
See Note 1, “Basis of Presentation and Summary of Significant Accounting Policies” to our unaudited condensed consolidated financial statements.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements and cautionary statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on management’s beliefs and assumptions and information currently available to management. 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. They appear in a number of places throughout this Quarterly Report on Form 10-Q and 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 class action litigation; and the impact of prevailing economic conditions.
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 Quarterly Report. 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 Quarterly Report, 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
42
that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation:
•our ability to complete the Merger in the timeframe or manner currently anticipated or at all, including due to a failure to obtain the regulatory approvals required for the closing of the Merger or the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the Merger Agreement;
•the effect of the pendency of the Merger on our ongoing business and operations, including disruption to our business relationships, the diversion of management’s attention from ongoing business operations and opportunities, or the outcome of any legal proceedings that may be instituted against us following announcement of the Merger;
•restrictions on the conduct of our business prior to the closing of the Merger and on our ability to pursue alternatives to the Merger;
•the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events;
•adverse effects of the inability to complete the Merger;
•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;
•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;
•high levels of imports of products similar to those manufactured by us;
•changes in federal, state, local and international governmental regulations and trade policies;
•adverse weather conditions;
•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;
•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;
•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;
•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;
•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;
•our inability to introduce new products effectively or implement our innovation strategies;
•safety and labor risks associated with the manufacture and in the testing of our products;
•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, including as a result of Brexit;
•our inability to continue importing raw materials, component parts and/or finished goods;
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•disruptions or impediments to the receipt of sufficient raw materials resulting from various anti-terrorism security measures;
•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 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”;
•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;
•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 in this Quarterly Report and from time to time in documents that we file with the SEC.
You should read this Quarterly Report completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements attributable to us or persons acting on our behalf that are made in this Quarterly Report are qualified in their entirety by these cautionary statements. These forward-looking statements are made only as of the date of this Quarterly Report, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, and changes in future operating results over time or otherwise.
Comparisons of results for current and any prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed as historical data.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes to the quantitative and qualitative disclosures about market risks previously disclosed in our Annual Report on Form 10-K and our Quarterly Report on Form 10-Q for the quarter ended December 26, 2025.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and
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reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes to our internal control over financial reporting in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) under the Exchange Act during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
For a discussion of certain litigation involving the Company, see Note 16, “Commitments and Contingencies” to our unaudited condensed consolidated financial statements.
Item 1A. Risk Factors
Other than as set forth below, there have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K.
The completion of the Merger is subject to a number of conditions, many of which are largely outside the parties’ control, and, if these conditions are not satisfied or waived, the Merger may not be completed within the expected timeframe or at all
On August 2, 2026, Atkore entered into the Merger Agreement, pursuant to which, at the closing of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into Atkore, and the separate corporate existence of Merger Sub will cease, with Atkore continuing as the surviving corporation and as a wholly owned subsidiary of Prysmian. The consummation of the Merger is subject to the satisfaction or waiver of certain customary conditions, including, among others: (i) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of our Atkore common stock entitled to vote thereon at a meeting of Atkore’s stockholders duly called and held for such purpose, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the expiration of any applicable waiting period of, or receipt of clearance or approval of, certain other governmental entities, including in Austria, Australia and Canada, and (iii) the absence of any law or order, issued by a governmental entity that is in effect and prevents, prohibits or makes illegal the consummation of the Merger. Atkore’s and Prysmian’s respective obligations to consummate the Merger are also subject to certain additional customary conditions, including, among others, (i) the accuracy of the representations and warranties of the other party (subject to customary accuracy standards), (ii) performance by the other party of its covenants in all material respects and (iii) with respect to Prysmian’s obligation to consummate the Merger, the absence of any material adverse effect since the date of the Merger Agreement.
There can be no assurance that the conditions to completion of the Merger, including the receipt of required regulatory approvals, will be satisfied or waived on a timely basis or at all. Further, there can be no assurance that governmental entities will not impose conditions, terms, obligations or restrictions or that any such conditions, terms, obligations or restrictions will not have the effect of delaying or preventing consummation of the Merger. If Prysmian is required to divest Atkore assets or businesses, there can be no assurance that such divestitures can be negotiated expeditiously or on favorable terms or that the applicable governmental entities will approve the terms of such divestitures. In addition, we can provide no assurance that such conditions, terms, obligations or restrictions will not result in the abandonment of the Merger. If such conditions are not satisfied or waived, we may be unable to complete the Merger in the timeframe or manner currently anticipated or at all.
While the Merger is pending, we will be subject to business uncertainties and certain contractual restrictions that could adversely affect our business, results of operations or financial condition
We have expended, and continue to expend, significant management time and resources in an effort to complete the Merger, which may have a negative impact on our ongoing business and operations. Uncertainty regarding the outcome of the Merger and our future could disrupt our business relationships with our existing and potential customers, suppliers, agents, distributors, vendors and other business partners, who may attempt to negotiate changes to existing business relationships or consider entering into business relationships with parties other than us. Uncertainty regarding the outcome of the Merger could also adversely affect our ability to recruit and retain key personnel and other employees.
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In addition, due to certain restrictions in the Merger Agreement on the conduct of business prior to completing the Merger, we may be unable (without Prysmian’s prior written consent), during the pendency of the Merger, to pursue strategic transactions, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial, and such restrictions may cause us to forego certain opportunities it might otherwise pursue. Further, the Merger Agreement contains provisions, including the no-solicitation provisions and the Company Termination Fee, that could discourage a potential competing acquiror of Atkore from making a competing proposal more favorable to us than the Merger.
Further, litigation may be filed against us and our directors and officers in connection with the Merger, including putative stockholder complaints or stockholder class action complaints. Such litigation, the outcome of which is uncertain, could divert the attention of our management and employees from our day-to-day business, otherwise adversely affect our business, results of operations and financial condition, result in material adverse judgments or settlements and delay or prevent the completion of the Merger.
The occurrence of any of these events, individually or in combination, could have a material and adverse effect on our business, results of operations and financial condition.
Failure to complete the Merger could adversely affect our business, results of operations or financial condition, including in the event Company is required to pay the Company Termination Fee
Either Atkore or Prysmian may terminate the Merger Agreement if the Merger has not been consummated by August 3, 2027, subject to the automatic extensions specified in the Merger Agreement. If the Merger is not completed within the expected timeframe or at all, our ongoing business could be adversely affected and will be subject to certain risks, including, among others, the following: (i) the market price of our common stock (which may reflect a market assumption that the Merger will be completed) may decline, (ii) we will have incurred, and may continue to incur, significant expenses for professional services and other transaction costs in connection with the Merger for which we will have received little or no benefit if the Merger is not completed and (iii) failure to complete the Merger may result in negative publicity or result in a negative impression of Atkore in the investment community and with customers and other stakeholders.
Further, pursuant to the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to the closing of the Merger that restrict us from taking certain actions without Prysmian’s prior written consent, which may adversely affect our ability to execute certain of our business strategies. If the Merger is not completed, these risks could materially affect the business and financial results of Atkore and the price of our common stock, including to the extent that the current market price of our common stock is positively affected by a market assumption that the Merger will be completed.
In addition, if the Merger is terminated, in certain circumstances, we could be required to pay to Prysmian a termination fee of approximately $115.9 million (the “Company Termination Fee”). In such circumstances, we may be required to use available cash that would otherwise have been available for general corporate purposes or other uses, which may materially and adversely affect our business, results of operations and financial condition.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
On May 2, 2024, the Company’s Board of Directors approved a new share repurchase program (the “2024 Plan”). The 2024 Plan authorizes the Company to repurchase up to $500.0 million of its outstanding stock. The 2024 Plan will be funded from the Company’s available cash balances. As of June 26, 2026, there was $328.1 million of purchases remaining under the 2024 Plan. The 2024 Plan
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does not obligate the Company to acquire any particular amount of common stock, and it may be terminated at any time at the Company’s discretion.
As illustrated in the following table, there were no share purchases of our common stock under the 2024 Plan during the third quarter of fiscal 2026 (in thousands, except per share data):
| Period (4-5-4 calendar) | Total Number Of Shares Purchased | Avg Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Maximum Value of Shares that May Yet Be Purchased Under the Program | ||||||||||||||||||||||
| March 28, 2026 to April 24, 2026 | — | $ | — | — | $ | 328,114 | ||||||||||||||||||||
| April 25, 2026 to May 29, 2026 | — | $ | — | — | $ | 328,114 | ||||||||||||||||||||
| May 30, 2026 to June 26, 2026 | — | $ | — | — | $ | 328,114 | ||||||||||||||||||||
| Total | — | — | ||||||||||||||||||||||||
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 408(a) of Regulation S-K requires the Company to disclose whether any director or officer of the issuer has adopted or terminated (i) any trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c); and/or (ii) any written trading arrangement that meets the requirements of a “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.
Mark Lamps, President, Safety & Infrastructure, initiated a new Rule 10b5-1 trading arrangement on May 11, 2026. This trading arrangement has a start date of August 10, 2026 and a plan end date of August 15, 2027. Under the trading arrangement, 1,200 shares are available to be sold by the broker on certain specified dates.
Dan Kelly, Vice President, General Counsel and Corporate Secretary, initiated a new Rule 10b5-1 trading arrangement on May 11, 2026. This trading arrangement has a start date of August 10, 2026 and a plan end date of November 28, 2027. Under the trading arrangement, 18,988 shares are available to be sold by the broker on certain specified dates.
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Item 6. Exhibits
| 3.1# | |||||||||||
| 31.1# | |||||||||||
| 31.2# | |||||||||||
| 32.1# | |||||||||||
| 32.2# | |||||||||||
| 101.INS# | XBRL Instance Document (formatted as inline XBRL) | ||||||||||
| 101.SCH# | XBRL Taxonomy Schema Linkbase Document (formatted as inline XBRL) | ||||||||||
| 101.CAL# | XBRL Taxonomy Calculation Linkbase Document | ||||||||||
| 101.DEF# | XBRL Taxonomy Definition Linkbase Document | ||||||||||
| 101.LAB# | XBRL Taxonomy Labels Linkbase Document | ||||||||||
| 101.PRE# | XBRL Taxonomy Presentation Linkbase Document | ||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||||||||
| # | Filed herewith | ||||||||||
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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 thereunto duly authorized.
| ATKORE INC. | |||||||||||
| (Registrant) | |||||||||||
| Date: | August 3, 2026 | By: | /s/ John M. Deitzer | ||||||||
| Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||||||
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