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Atkore Inc. (NYSE: ATKR) agrees to $95 per share Prysmian deal and posts Q3 2026 results

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Atkore Inc. entered into a definitive agreement to be acquired by Prysmian S.p.A. in an all‑cash transaction for $95.00 per share, implying an enterprise value of approximately $3.8 billion, while also reporting results for its fiscal 2026 third quarter ended June 26, 2026.

For the quarter, net sales rose 8.1% to $794.8 million, driven by higher volumes, pricing and foreign exchange. Gross profit increased to $176.3 million, but gross margin slipped to 22.2% as input costs rose by $48.9 million, outpacing price increases of $22.4 million. Net income fell to $0.7 million (diluted EPS $0.02) from $43.0 million, primarily due to a $50.0 million litigation settlement expense, related costs and higher transaction costs. Adjusted EBITDA grew to $104.7 million, up 4.7%, and adjusted diluted EPS increased to $1.92 from $1.63.

Over the first nine months of fiscal 2026, net sales reached $2.18 billion, but Atkore recorded a net loss of $108.3 million, reflecting total litigation settlement expense of $186.5 million and other adjustments. Free Cash Flow was negative $130.7 million versus positive $107.4 million a year earlier. Cash and cash equivalents were $346.2 million and net debt $414.0 million, with trailing twelve‑month Adjusted EBITDA of $325.8 million. The board approved a quarterly dividend of $0.33 per share, payable August 28, 2026 to shareholders of record on August 18, 2026, and the company does not plan to update its prior financial outlook in light of the pending Prysmian transaction.

Positive

  • $95.00 per share all‑cash acquisition price from Prysmian S.p.A. implies an enterprise value of approximately $3.8 billion, providing a defined cash outcome for shareholders if the transaction closes.
  • Q3 2026 net sales grew 8.1% to $794.8 million, supported by higher volumes, pricing and foreign exchange, while consolidated Adjusted EBITDA increased 4.7% to $104.7 million.
  • Adjusted diluted EPS rose to $1.92 in Q3 2026 from $1.63 a year earlier, reflecting underlying earnings strength after excluding litigation and other adjusting items.
  • Atkore declared a $0.33 per share quarterly dividend, payable August 28, 2026, continuing direct cash returns to shareholders alongside the pending Prysmian transaction.

Negative

  • GAAP net income dropped 98.3% to $0.7 million in Q3 2026, primarily due to a $50.0 million litigation settlement expense, related litigation costs and higher transaction costs.
  • Nine‑month fiscal 2026 results show a net loss of $108.3 million versus income of $39.2 million in the prior‑year period, driven by $186.5 million in litigation settlement expense and other non‑recurring charges.
  • Free Cash Flow turned negative $130.7 million for the first nine months of fiscal 2026, compared with positive $107.4 million a year earlier, reflecting weaker operating cash flow and ongoing capital spending.
  • Gross margin compressed to 22.2% in Q3 2026 from 23.4% a year earlier as input cost increases of $48.9 million outpaced average selling price increases of $22.4 million.

Filing Explained

The filing records a $50.0 million accrued settlement obligation and moves the required senior-notes results call to August 7, 2026.

The filing records a $50.0 million settlement agreement with the last of three putative classes and a $50.0 million accrued settlement liability at June 26, 2026, making the disclosed state a company obligation rather than a completed payment.

The settlement is presented within current liabilities, while the same amount is reported as third-quarter litigation settlement expense.

The company canceled the results call scheduled for August 4, 2026 and will instead hold a call on August 7, 2026 to discuss the results, as required under the indenture governing its senior notes due 2031.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Prysmian all-cash offer per share $95.00 per share Definitive agreement price in proposed acquisition by Prysmian S.p.A.
Enterprise value of proposed deal $3.8 billion Approximate enterprise value implied by Prysmian transaction
Q3 2026 Net sales $794.8 million Three months ended June 26, 2026; up 8.1% versus prior-year quarter
Q3 2026 Net income $0.7 million Three months ended June 26, 2026; down 98.3% from $43.0 million
Q3 2026 Adjusted EBITDA $104.7 million Three months ended June 26, 2026; up 4.7% from $99.9 million
Nine-month 2026 net income (loss) ($108.3 million) Nine months ended June 26, 2026; compared with income of $39.2 million a year earlier
Nine-month 2026 Free Cash Flow ($130.7 million) Nine months ended June 26, 2026; net cash from operations less capital expenditures
Quarterly dividend per share $0.33 per share Approved July 30, 2026; payable August 28, 2026 to shareholders of record August 18, 2026
Adjusted EBITDA financial
"Adjusted EBITDA increased by $4.7 million, or 4.7%, to $104.7 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Adjusted net income per diluted share financial
"Adjusted net income per diluted share increased by $0.29 to $1.92"
A per-share profit figure that starts with reported net income, removes one-time or unusual items and non-recurring charges or gains, then divides the adjusted profit by the number of shares after allowing for potential stock dilution. It helps investors see the company’s recurring, underlying earnings power by showing how much of the “clean” profit each share would get, like cutting a pie after taking out irregular slices so comparisons are fairer.
Free Cash Flow financial
"Free Cash Flow: $ (130,734) $ 107,439"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Net debt financial
"Net debt $ 414,010 $ 318,305 $ 317,282"
Net debt is the total amount a company owes after subtracting the cash and assets it has that can be used to pay off that debt. It shows how much debt is truly a burden, helping investors understand if a company is financially healthy or heavily borrowed. Think of it like calculating how much money you owe after using your savings to pay part of it.
trailing twelve months (TTM) Adjusted EBITDA financial
"TTM Adjusted EBITDA (a) $ 325,769"
putative classes regulatory
"settlement agreement with the last of three putative classes"
Net sales $794.8 million up 8.1% versus prior-year quarter
Net income $0.7 million down 98.3% from $43.0 million
Adjusted EBITDA $104.7 million up 4.7% from $99.9 million
GAAP diluted EPS $0.02 decrease of $1.23 from $1.25
Adjusted diluted EPS $1.92 increase of $0.29 from $1.63
Guidance

Atkore does not intend to update or reaffirm its previously issued financial outlook in light of the pending Prysmian transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What acquisition agreement did Atkore Inc. (ATKR) announce alongside its Q3 2026 results?
Atkore entered a definitive agreement to be acquired by Prysmian S.p.A. in an all‑cash transaction for $95.00 per share, implying an enterprise value of approximately $3.8 billion. Completion remains subject to stockholder and regulatory approvals and other closing conditions.

How did Atkore (ATKR) perform financially in Q3 2026?
For Q3 2026, Atkore reported net sales of $794.8 million, up 8.1% year over year, and net income of $0.7 million. Adjusted EBITDA was $104.7 million, up 4.7%, with GAAP diluted EPS at $0.02 and adjusted diluted EPS at $1.92.

What is the impact of litigation settlements on Atkore’s (ATKR) fiscal 2026 results?
Atkore recorded a $50.0 million litigation settlement expense in Q3 2026 related to settling the last of three putative classes. For the first nine months of fiscal 2026, total litigation settlement expense reached $186.5 million, significantly reducing GAAP earnings.

What dividend did Atkore (ATKR) declare in connection with its Q3 2026 period?
On July 30, 2026, Atkore’s board approved a $0.33 per share quarterly dividend on its common stock. The dividend is payable on August 28, 2026 to shareholders of record as of August 18, 2026.

How did Atkore’s (ATKR) Electrical and Safety & Infrastructure segments perform in Q3 2026?
In Q3 2026, Electrical segment net sales rose 10.9% to $578.3 million with Adjusted EBITDA up 10.0% to $89.3 million. Safety & Infrastructure net sales increased 1.3% to $216.8 million, but Adjusted EBITDA declined 8.4% to $28.1 million.

What were Atkore’s (ATKR) cash flow and net debt positions for the first nine months of fiscal 2026?
For the nine months ended June 26, 2026, Atkore generated net cash used in operating activities of $90.3 million and reported Free Cash Flow of negative $130.7 million. Net debt was $414.0 million, with trailing twelve‑month Adjusted EBITDA of $325.8 million.
0001666138false00016661382026-08-032026-08-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 3, 2026
New Logo.gif
Atkore Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3779390-0631463
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
16100 South Lathrop Avenue, Harvey, Illinois 60426
(Address of principal executive offices) (Zip Code)

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

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, $.01 par value per shareATKRNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
    
Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐


Item 2.02. Results of Operations and Financial Condition.*
    On August 3, 2026, Atkore International Group Inc. (the "Company" or "Atkore") issued a press release announcing the Company’s financial results for its fiscal 2026 third quarter ended June 26, 2026. A copy of the press release is being furnished as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.*
Exhibit No.     
Description of Exhibit
99.1 
Press Release, dated August 3, 2026.
104 Inline XBRL for the cover page of this Current Report on Form 8-K
*
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibits 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act"), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ATKORE INC.



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

Date: August 3, 2026




atkorelogo.jpg
Exhibit 99.1
Atkore Inc. Announces Third Quarter 2026 Results

•The Company has entered into a definitive agreement to be acquired by Prysmian S.p.A. in an all-cash transaction for $95.00 per share representing an enterprise value of approximately $3.8 billion.
•Net sales of $794.8 million, up 8.1% versus prior year
•Net income per diluted share of $0.02, a decrease of $1.23 versus prior year; Adjusted net income per diluted share of $1.92, an increase of $0.29 versus prior year
•Net income of $0.7 million, a decrease of $42.2 million versus prior year; Adjusted EBITDA of $104.7 million, an increase of $4.7 million versus prior year
•The Company entered into a settlement agreement with the last of three putative classes in an ongoing litigation matter for $50.0 million
•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 shareholders of record on August 18, 2026

HARVEY, IL. — August 3, 2026 (BUSINESS WIRE) - Atkore Inc. (the “Company” or “Atkore”) (NYSE: ATKR) announced earnings for its fiscal 2026 third quarter ended June 26, 2026.

“We were pleased with our third quarter results. Our Net sales, Adjusted EBITDA and Adjusted EPS were all higher versus the prior year and they were sequentially higher from our second quarter. Our net sales reflected strong organic volume growth from both our segments,“ said Bill Waltz, Atkore President and Chief Executive Officer.

Waltz continued, “We are pleased to have entered into an agreement to be acquired by Prysmian in an all-cash transaction that delivers value to Atkore shareholders. Our solid quarterly results and today’s transaction are a testament to our team’s focus and dedication.”


2026 Third Quarter Results
Three months ended
(in thousands)June 26, 2026June 27, 2025Change% Change
Net sales
Electrical$578,310 $521,308 $57,002 10.9 %
Safety & Infrastructure216,828 213,963 2,865 1.3 %
Eliminations(338)(226)(112)49.6 %
Consolidated operations$794,800 $735,045 $59,755 8.1 %
Net income$745 $42,962 $(42,217)(98.3)%
Adjusted EBITDA
Electrical$89,330 $81,235 $8,095 10.0 %
Safety & Infrastructure28,138 30,731 (2,593)(8.4)%
Unallocated(12,812)(12,045)(767)6.4 %
Consolidated operations$104,656 $99,921 $4,735 4.7 %


1
atkorelogo.jpg
Exhibit 99.1
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.

Gross profit increased by $4.2 million, or 2.4%, to $176.3 million for the three months ended June 26, 2026, as compared to $172.1 million for the prior-year period. Gross margin decreased to 22.2% for the three months ended June 26, 2026, as compared to 23.4% for the prior-year period. Gross profit increased primarily due to increased sales volume, but gross margin decreased primarily due to increases in input costs of $48.9 million outpacing increases in average selling prices of $22.4 million.

Net income decreased by $42.2 million, or 98.3%, to net income of $0.7 million for the three months ended June 26, 2026 compared to $43.0 million of net income for the prior-year period. The decrease was primarily due to litigation settlement expense of $50.0 million, related litigation costs and increased transaction costs associated with recent divestitures and other activities in conjunction with the previously announced strategic review.

Adjusted EBITDA increased by $4.7 million, or 4.7%, to $104.7 million for the three months ended June 26, 2026 compared to $99.9 million for the three months ended June 27, 2025. The increase was primarily due to higher gross profit.

Net income per diluted share prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) was $0.02 for the three months ended June 26, 2026, as compared to $1.25 in the prior-year period. The decrease in diluted earnings per share is primarily due to the decrease in net income. Adjusted net income per diluted share increased by $0.29 to $1.92 for the three months ended June 26, 2026, as compared to $1.63 in the prior year period.


Segment Results

Electrical

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 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.

Safety & Infrastructure

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 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

2
atkorelogo.jpg
Exhibit 99.1
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.

Liquidity & Capital Resources

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 shareholders of record on August 18, 2026.

Financial Outlook

In light of the pending transaction with Prysmian, Atkore does not intend to update or reaffirm its previously issued financial outlook.

Conference Call Information
In light of Atkore’s agreement to be acquired by Prysmian, the conference call to discuss the Company’s financial results for its fiscal 2026 third quarter ended June 26, 2026, which was previously scheduled for 8:00 a.m. Eastern Time on Tuesday, August 4, 2026, has been canceled. The Company will host a conference call on Friday, August 7, 2026 at 8:00 a.m. Eastern Time, to discuss its financial results, as required under the terms of the indenture governing its Senior Notes due 2031. The conference call may be accessed by dialing (888) 330-2446 (domestic) or (240) 789-2732 (international). The call will be available for replay until August 21, 2026. The replay can be accessed by dialing (800) 770-2030 for domestic callers, or for international callers, (609) 800-9909. The passcode for the live call and the replay is 5592214.

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

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

About Atkore Inc.

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

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

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

Investor Contact:
Matthew Kline
Vice President - Treasury & Investor Relations
708-225-2116
Investors@atkore.com





3
atkorelogo.jpg
Exhibit 99.1
Forward-Looking Statements

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

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

4
atkorelogo.jpg
Exhibit 99.1
acquisition agreements to fully protect us from unexpected liabilities; failure to manage acquisitions successfully, including identifying, evaluating, and valuing acquisition targets and integrating acquired companies, businesses or assets; the incurrence of additional expenses, increases in the complexity of our supply chain and potential damage to our reputation with customers resulting from regulations related to “conflict minerals”; disruptions or impediments to the receipt of sufficient raw materials resulting from various anti-terrorism security measures; restrictions contained in our debt agreements; failure to generate cash sufficient to pay the principal of, interest on, or other amounts due on our debt; failure to generate cash sufficient to pay dividends; challenges attracting and retaining key personnel or high-quality employees; future changes to tax legislation; failure to generate sufficient cash flow from operations or to raise sufficient funds in the capital markets to satisfy existing obligations and support the development of our business; the completion of the proposed transaction between Atkore and Prysmian S.p.A. (the “proposed transaction”) may not occur on the anticipated terms and timing or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction; the risk that Atkore’s stockholders may not approve the proposed transaction; the risk that the necessary regulatory approvals for the proposed transaction may not be obtained or may be obtained subject to conditions that are not anticipated; risks that any of the closing conditions to the proposed transaction may not be satisfied in a timely manner; risks related to litigation brought in connection with the proposed transaction; risks related to disruption of management time from ongoing business operations due to the proposed transaction; effects of the announcement, pendency or completion of the proposed transaction on Atkore’s ability to retain customers, attract and retain key personnel or high-quality employees and maintain relationships with suppliers, agents, distributors, vendors and other business partners, and on Atkore’s operating results and business generally; and negative effects of the announcement or the consummation of the proposed transaction on the market price of Atkore's common stock; and other risks and factors described from time to time in documents that we file with the SEC. The Company assumes no obligation to update the information contained herein, which speaks only as of the date hereof.

Non-GAAP Financial Information

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

Adjusted EBITDA and Adjusted EBITDA Margin

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

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


5
atkorelogo.jpg
Exhibit 99.1
We believe Adjusted EBITDA and Adjusted EBITDA margin, when presented in conjunction with comparable GAAP measures, are useful for investors because management uses Adjusted EBITDA and Adjusted EBITDA margin in evaluating the performance of our business.

Adjusted Net Income and Adjusted Net Income per Share

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

Free Cash Flow

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

6

ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three months endedNine months ended
(in thousands, except per share data)June 26, 2026June 27, 2025June 26, 2026June 27, 2025
Net sales$794,800 $735,045 $2,181,724 $2,098,367 
Cost of sales618,533 562,985 1,743,408 1,570,102 
Gross profit176,267 172,060 438,316 528,265 
Selling, general and administrative108,669 98,139 316,135 288,630 
Intangible asset amortization3,608 10,108 16,201 31,972 
Asset impairment charges— — 11,553 127,733 
Operating income63,990 63,813 94,427 79,930 
Interest expense, net6,948 8,873 20,832 25,343 
Litigation settlement expense50,000 — 186,500 — 
Other expense (income), net12,601 (150)35,886 7,409 
Income (loss) before income taxes(5,559)55,090 (148,791)47,178 
Income tax expense (benefit)(6,304)12,128 (40,496)7,935 
Net income (loss)$745 $42,962 $(108,295)$39,243 
Net income (loss) per share
Basic$0.02 $1.26 $(3.23)$1.15 
Diluted$0.02 $1.25 $(3.19)$1.14 


7

ATKORE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share data)June 26, 2026September 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, net389,535 484,845 
Income tax assets143,006 79,547 
Prepaid expenses and other current assets67,979 82,678 
Total current assets1,525,473 1,600,804 
Property, plant and equipment, net520,856 594,266 
Intangible assets, net123,135 160,758 
Goodwill285,512 294,485 
Right-of-use assets, net139,826 156,679 
Deferred tax assets70,335 35,863 
Equity Method Investment54,000 — 
Other long-term assets24,401 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$3,730 $3,730 
Accounts payable227,107 241,246 
Income tax payable4,665 720 
Accrued compensation and employee benefits43,855 49,192 
Customer liabilities107,615 128,538 
Lease obligations26,677 26,995 
Accrued settlement liabilities50,000 — 
Other current liabilities94,411 74,098 
Total current liabilities558,060 524,519 
Long-term debt756,498 756,802 
Long-term lease obligations126,618 144,293 
Deferred tax liabilities10,868 13,451 
Other long-term liabilities15,263 14,516 
Total Liabilities1,467,307 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 capital547,671 526,600 
Retained earnings747,467 889,391 
Accumulated other comprehensive loss(19,245)(17,988)
Total Equity1,276,231 1,398,341 
Total Liabilities and Equity$2,743,538 $2,851,922 

8

ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended
(in thousands)June 26, 2026June 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 amortization92,643 87,603 
Deferred income taxes(44,052)(38,886)
Asset impairment charges11,553 127,733 
Loss on sale of business10,378 6,101 
Loss on assets held for sale25,664 154 
Stock-based compensation24,539 21,056 
Amortization of right-of-use assets18,501 23,494 
Provision for doubtful accounts and inventory16,457 9,469 
Other non-cash adjustments to net income2,276 888 
Changes in operating assets and liabilities, net of effects from acquisitions and divestitures
Accounts receivable(163,411)(64,497)
Inventories49,216 801 
Prepaid expenses and other current assets16,243 1,119 
Accounts payable17,032 (24,080)
Accrued legal settlement expense50,000 — 
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 costs29,287 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(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 period506,699 351,385 
Cash and cash equivalents at end of period$346,218 $331,017 



9

Nine months ended
(in thousands)June 26, 2026June 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 $4,986 
Free Cash Flow:
     Net cash provided by operating activities$(90,335)$192,359 
     Capital expenditures(40,399)(84,920)
Free Cash Flow:$(130,734)$107,439 

10

ATKORE INC.
ADJUSTED EBITDA

The following table presents reconciliations of Adjusted EBITDA to net income for the periods presented:
Three months endedNine months ended
(in thousands)June 26, 2026June 27, 2025June 26, 2026June 27, 2025
Net income (loss)$745 $42,962 $(108,295)$39,243 
Interest expense, net6,948 8,873 20,832 25,343 
Income tax expense (benefit)(6,304)12,128 (40,496)7,935 
Depreciation and amortization23,186 29,033 92,643 87,603 
Restructuring charges2,932 602 8,587 1,519 
Stock-based compensation7,671 7,246 24,539 21,056 
Transaction costs9,825 43 20,116 250 
Litigation settlement expense50,000 — 186,500 — 
Loss on assets held for sale— (195)25,664 154 
(Gain) loss on sale of business12,653 — 10,378 6,101 
Asset impairment charges— — 11,553 127,733 
Other (a)
(3,000)(771)2,833 (1,458)
Adjusted EBITDA$104,656 $99,921 $254,854 $315,479 
(a) Represents other items, such as inventory reserves and adjustments, (gain) loss on disposal of property, plant and equipment, realized or unrealized (gain) loss on foreign currency impacts of intercompany loans, and insurance recoveries.


11

ATKORE INC.
SEGMENT INFORMATION

The following table presents reconciliations of Net sales and calculations of Adjusted EBITDA margin by segment for the periods presented:
Three months ended
June 26, 2026June 27, 2025
(in thousands)Net salesAdjusted EBITDA Adjusted EBITDA marginNet salesAdjusted EBITDA Adjusted EBITDA margin
Electrical$578,310 $89,330 15.4 %$521,308 $81,235 15.6 %
Safety & Infrastructure216,828 28,138 13.0 %213,963 30,731 14.4 %
Eliminations(338)(226)
Consolidated operations$794,800 $735,045 

Nine months ended
June 26, 2026June 27, 2025
(in thousands)Net salesAdjusted EBITDA Adjusted EBITDA marginNet salesAdjusted EBITDA Adjusted EBITDA margin
Electrical$1,580,321 $218,782 13.8 %$1,479,340 $264,564 17.9 %
Safety & Infrastructure602,179 75,628 12.6 %619,960 82,374 13.3 %
Eliminations(776)(933)
Consolidated operations$2,181,724 $2,098,367 







12

ATKORE INC.
ADJUSTED NET INCOME PER DILUTED SHARE

The following table presents reconciliations of Adjusted net income to net income for the periods presented:
Three months endedNine months ended
(in thousands, except per share data)June 26, 2026June 27, 2025June 26, 2026June 27, 2025
Net income$745 $42,962 $(108,295)$39,243 
Stock-based compensation7,671 7,246 24,539 21,056 
Intangible asset amortization3,608 10,108 16,201 31,972 
Loss (gain) on sale of business12,653 — 10,378 6,101 
Loss on assets held for sale— (195)25,664 154 
Asset impairment charges— — 11,553 127,733 
Accelerated depreciation(b)
— — 17,903 — 
Restructuring charges(c)
2,932 — 7,060 — 
Transaction costs(c)
9,825 — 13,844 — 
Litigation settlement expense50,000 — 186,500 — 
Other (a)
(3,000)(771)2,833 (1,458)
Pre-tax adjustments to net income83,689 16,388 316,475 185,558 
Tax effect(19,248)(4,097)(73,135)(46,390)
Additional tax expense related to divestiture of a business— 51 — 3,996 
Adjusted net income$65,186 $55,304 $135,045 $182,407 
Diluted weighted average common shares outstanding33,983 33,853 33,950 34,391 
Net income per diluted share$0.02 $1.25 $(3.19)$1.14 
Adjusted net income per diluted share$1.92 $1.63 $3.98 $5.30 
(a) Represents other items, such as inventory reserves and adjustments, (gain) loss on disposal of property, plant and equipment, realized or unrealized (gain) loss on foreign currency impacts of intercompany loans and insurance recoveries.
(b) Additional depreciation related to plant closures described in Note 5, “Restructuring Charges.”
(c) Beginning in the second quarter of fiscal 2026, restructuring charges and transaction costs will be included as adjustments to adjusted net income. These charges have historically been included as adjustments to adjusted EBITDA.


13

ATKORE INC.
NET DEBT

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

($ in thousands)June 26, 2026March 27, 2026December 26, 2025September 30, 2025June 27, 2025March 28, 2025
Short-term debt and current maturities of long-term debt$3,730 $3,730 $3,730 $3,730 $— $— 
Long-term debt$756,498 $756,911 $757,323 $756,802 $764,387 $765,913 
Total debt760,228 760,641 761,053 760,532 764,387 765,913 
Less cash and cash equivalents346,218 442,336 443,771 506,699 331,017 330,385 
Net debt$414,010 $318,305 $317,282 $253,833 $433,370 $435,528 
TTM Adjusted EBITDA (a)
$325,769 $321,035 $356,390 $386,356 $455,629 $561,833 
(a) TTM Adjusted EBITDA is equal to the sum of Adjusted EBITDA for the trailing four quarter period. The reconciliation of Adjusted EBITDA for the quarter ended March 27, 2026 can be found in Exhibit 99.1 to Form 8-K filed May 5, 2026 and is incorporated by reference herein. The reconciliation of Adjusted EBITDA for the quarter ended December 26, 2025 can be found in Exhibit 99.1 to Form 8-K filed February 3, 2026 and is incorporated by reference herein. The reconciliation of Adjusted EBITDA for the quarter ended September 30, 2025 can be found in Exhibit 99.1 to Form 8-K filed November 26, 2025 and is incorporated by reference herein. The reconciliation of Adjusted EBITDA for the quarter ended June 27, 2025 can be found in Exhibit 99.1 to Form 8-K filed August 5, 2025 and is incorporated by reference herein. The reconciliation of Adjusted EBITDA for the quarter ended March 28, 2025 can be found in Exhibit 99.1 to Form 8-K filed May 6, 2025 and is incorporated by reference herein.































14

ATKORE INC.
TRAILING TWELVE MONTHS ADJUSTED EBITDA

The following table presents a reconciliation of Adjusted EBITDA for the trailing twelve months (TTM) ended June 26, 2026:
TTMThree months ended
(in thousands)June 26, 2026June 26, 2026March 27, 2026December 26, 2025September 30, 2025
Net income (loss)
$(162,714)$745 $(124,073)$15,034 $(54,420)
Interest expense, net28,758 6,948 6,985 6,899 7,926 
Income tax expense (benefit)
(51,846)(6,304)(34,657)465 (11,350)
Depreciation and amortization129,573 23,186 33,340 36,118 36,929 
Restructuring charges9,918 2,932 4,128 1,527 1,331 
Stock-based compensation27,044 7,671 12,848 4,020 2,505 
Litigation settlement expense
186,500 50,000 136,500 — — 
Loss on the extinguishment of debt795 — — — 795 
Transaction costs20,158 9,825 4,020 6,271 42 
Loss (gain) on assets held for sale
25,767 — 25,664 — 103 
(Gain) loss on sale of business10,520 12,653 — (2,275)142 
Asset impairment charges98,207 — 11,553 — 86,654 
Other (a)
3,089 (3,000)4,745 1,086 258 
Adjusted EBITDA$325,769 $104,656 $81,053 $69,145 $70,915 
(a) Represents other items, such as inventory reserves and adjustments, (gain) loss on disposal of property, plant and equipment, realized or unrealized (gain) loss on foreign currency impacts of intercompany loans, and insurance recoveries.

15

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