Atkore (NYSE: ATKR) enters $136.5M PVC pipe antitrust settlements
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Atkore Inc. has entered into settlement agreements to resolve two putative classes in the In re PVC Pipe Antitrust Litigation. The Company agreed to pay $72.5 million to Direct Purchaser Plaintiffs and $64 million to Non-Converter Seller Purchaser Plaintiffs, an aggregate of $136.5 million, subject to court approval.
The payments will be funded from cash on hand, recorded as a non-operating expense in the quarter ended March 27, 2026, and are not expected to have a material adverse effect on liquidity or leverage metrics. Claims by the End User Plaintiff class remain pending, and the settlements involve no admission of fault or liability.
Positive
- Reduces legal uncertainty for two major putative classes in the PVC Pipe Antitrust Litigation, which the Company believes is in its best interests and helps avoid the costs and distraction of protracted litigation.
- Managed funding and leverage impact, as the Company plans to use available cash on hand for the $136.5 million in settlements and does not expect a material adverse effect on liquidity or leverage metrics.
Negative
- Significant cash outflow of $136.5 million in aggregate settlement payments to two plaintiff classes, creating a sizable non-operating expense in the quarter ended March 27, 2026.
- Ongoing litigation exposure remains, since claims by the End User Plaintiffs and other antitrust litigation or governmental investigations are not resolved and outcomes are uncertain.
Insights
Atkore takes a $136.5M charge to reduce PVC antitrust litigation risk.
Atkore agreed to pay $72.5 million to Direct Purchaser Plaintiffs and $64 million to Non-Converter Seller Purchaser Plaintiffs in the PVC Pipe Antitrust Litigation, for a total of $136.5 million. These settlements cover alleged coordinated conduct claims brought by two of three putative classes.
The payments will be booked as a non-operating expense in the quarter ended March 27, 2026 and funded with cash on hand. The Company states the settlements are not expected to have a material adverse effect on liquidity or leverage metrics, but they still represent a sizeable cash outflow.
Legal uncertainty is reduced for the settled classes, yet claims by End User Plaintiffs and other antitrust matters remain. The outcome depends on the Court’s preliminary and final approval; if approval is not obtained, the Company plans to continue vigorously defending itself.
8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
DPP settlement amount: $72.5 million
NCSP settlement amount: $64 million
Total settlements: $136.5 million
+3 more
6 metrics
DPP settlement amount
$72.5 million
Aggregate payment to Direct Purchaser Plaintiffs under settlement
NCSP settlement amount
$64 million
Aggregate payment to Non-Converter Seller Purchaser Plaintiffs
Total settlements
$136.5 million
Combined payments to DPP and NCSP plaintiff classes
Expense classification
Non-operating expense
Recorded in quarter ended March 27, 2026
Payment timing
On or about 21 days
After preliminary court approval of the settlement agreements
Funding source
Available cash on hand
Company anticipates using cash on hand for settlement payments
Key Terms
Material Definitive Agreement, Class Action Litigation, non-operating expense, joint and several liability, +1 more
5 terms
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Class Action Litigation legal
"In September 2024, those cases were centralized... in a case captioned In re PVC Pipe Antitrust Litigation (the "Class Action Litigation")."
non-operating expense financial
"The settlement for the DPP and NCSP Plaintiffs will be reflected as a non-operating expense in the quarter ended March 27, 2026."
joint and several liability legal
"including potential exposure under joint and several liability principles."
forward-looking statements regulatory
"contains "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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): April 29, 2026 (April 28, 2026)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(708 ) 339-1610
(Registrant's telephone number, including area code)
N/A
(Former name )
(Former name )
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||
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 1.01. Entry into a Material Definitive Agreement.
As previously reported, multiple putative class action lawsuits were filed in 2024 and 2025 against Atkore Inc. and one or more of its subsidiaries (together, the "Company") and several other manufacturers of extruded PVC pipe and conduit products. In September 2024, those cases were centralized in the U.S. District Court for the Northern District of Illinois (the "Court") in a case captioned In re PVC Pipe Antitrust Litigation (the "Class Action Litigation").
On April 28, 2026, the Company entered into settlement agreements (the "Settlement Agreements") with two of the three putative classes in the Class Action Litigation — the Direct Purchaser Plaintiffs ("DPP Plaintiffs") and the Non-Converter Seller Purchaser Plaintiffs ("NCSP" Plaintiffs) (together, the "DPP and NCSP Plaintiffs"), individually and on behalf of the putative DPP and NCSP Plaintiff class members. The Settlement Agreements remain subject to preliminary and final approval by the Court. The claims of the End User Plaintiffs, the third putative class in the Class Action Litigation, remain pending.
Under the Settlement Agreements, the Company has agreed to pay (i) an aggregate of $72.5 million into a settlement fund to settle all claims asserted, or that could have been asserted, by the DPP Plaintiffs against the Company and (ii) an aggregate of $64 million into a settlement fund to settle all claims asserted, or that could have been asserted, by the NCSP Plaintiffs against the Company, in each case relating to the alleged conduct at issue in the Class Action Litigation. If the Settlement Agreements are preliminarily approved by the Court, the settlement payments will be made on or about 21 days thereafter. The settlement amounts are inclusive of the recovery amount for class members, any fees for the DPP and NCSP Plaintiffs’ counsel, and the costs of administering the settlement. The DPP and NCSP Plaintiffs have agreed to file their motions seeking preliminary approval of the Settlement Agreements as soon as practicable.
The settlement for the DPP and NCSP Plaintiffs will be reflected as a non-operating expense in the quarter ended March 27, 2026. The Company anticipates utilizing available cash on-hand to fund these settlement payments. These settlements are not expected to have a material adverse effect on the Company’s liquidity or leverage metrics (i.e., gross debt to Adjusted EBITDA and net debt to Adjusted EBITDA).
The execution of the Settlement Agreements does not constitute an admission by the Company of any fault or liability, and the Company does not admit fault or liability. The claims asserted in the Class Action Litigation are directed at a number of participants across the industry, including several other manufacturers of PVC pipe and conduit, and are premised on alleged coordinated conduct within the industry. The Company believes resolving these matters now is in the best interests of the Company and will allow it to avoid the costs and distraction of protracted litigation with the DPP and NCSP Plaintiffs and maintain focus on executing its business objectives. The Company also believes the settlements reduce meaningful legal uncertainty and risk associated with complex antitrust litigation, including potential exposure under joint and several liability principles.
There can be no assurance as to the ultimate outcome of the Class Action Litigation with respect to the Company, including no assurance that the Settlement Agreements will be approved by the Court or that any revised settlement terms, if applicable, will be finalized by the parties and approved by the Court. If the Settlement Agreements are not approved by the Court or they otherwise do not become final and non-appealable, the Company plans to vigorously defend itself in both putative class actions. The Company believes there are defenses, both factual and legal, to the allegations against it. Further, there can be no assurances that the Company will seek to reach or conclude settlement(s) with the remaining putative class in the Class Action Litigation or any other pending antitrust litigation or governmental investigations.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. | Description of Exhibit | |||||||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K | |||||||
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. 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 may differ materially from those made in or suggested by the forward-looking statements contained in this Current Report on Form 8-K.
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. The Company assumes no obligation to update the information contained herein, which speaks only as of the date hereof.
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
Vice President, General Counsel and Secretary
Date: April 29, 2026
FAQ
What litigation is Atkore (ATKR) settling in this 8-K filing?
Atkore is settling claims from two putative classes in the In re PVC Pipe Antitrust Litigation. These are the Direct Purchaser Plaintiffs and the Non-Converter Seller Purchaser Plaintiffs, involving alleged coordinated conduct in the PVC pipe and conduit industry.
How much will Atkore (ATKR) pay under the PVC pipe settlements?
Atkore agreed to pay $72.5 million to Direct Purchaser Plaintiffs and $64 million to Non-Converter Seller Purchaser Plaintiffs. The total settlement amount is $136.5 million, inclusive of class recoveries, plaintiffs’ counsel fees, and settlement administration costs.
How will Atkore fund the $136.5 million settlement payments?
Atkore anticipates using available cash on hand to fund the $136.5 million in settlement payments. The company states these payments are not expected to have a material adverse effect on liquidity or leverage metrics such as gross debt to Adjusted EBITDA and net debt to Adjusted EBITDA.
How will Atkore’s PVC settlements affect its financial statements?
The settlements with the Direct Purchaser and Non-Converter Seller Purchaser Plaintiffs will be recorded as a non-operating expense. This charge will appear in Atkore’s financial results for the quarter ended March 27, 2026, reflecting the aggregate $136.5 million settlement amount.
Do the PVC class settlements mean Atkore admitted liability?
No. Atkore states that executing the settlement agreements does not constitute an admission of fault or liability. The Company explicitly notes it does not admit fault or liability in connection with the alleged conduct at issue in the PVC Pipe Antitrust Litigation.
Are all PVC antitrust claims against Atkore (ATKR) resolved by these settlements?
No. Claims of the End User Plaintiffs, the third putative class in the PVC Pipe Antitrust Litigation, remain pending. The Company also notes there is no assurance it will seek or conclude settlements with this class or in any other pending antitrust matters.