Atkore Inc. (NYSE: ATKR) appoints Franklin S. Edmonds Jr. to board and Strategic Review Committee

Rhea-AI Filing Summary

Atkore Inc. reported that, pursuant to a previously announced cooperation agreement with Irenic Capital Management LP and certain affiliates, Franklin S. Edmonds, Jr. has been appointed to its Board of Directors. His appointment became effective immediately on November 28, 2025.

Mr. Edmonds has also joined a newly established Strategic Review Committee of the Board, indicating that he will be involved in evaluating the company’s strategic options and direction. He will receive compensation consistent with other non-employee directors, as described in Atkore’s 2025 annual meeting proxy statement. The company states that, apart from the cooperation agreement referenced in a prior report, there are no other arrangements related to his appointment and no material related-party transactions requiring disclosure.

0001666138false00016661382025-12-022025-12-02

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): December 2, 2025 (November 20, 2025)

Atkore Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37793

90-0631463

(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)

N/A
(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:

☐    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 class			Trading symbol			Name of each exchange on which registered
Common Stock, $.01 par value per share			ATKR			New 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 20, 2025, Atkore Inc. (the “Company”) entered into a cooperation agreement (the “Cooperation Agreement”) with Irenic Capital Management LP and certain of its affiliates. The description of the Cooperation Agreement set forth in the Company’s Current Report on Form 8-K filed on November 20, 2025 under Item 1.01 (the “Prior Form 8-K”) is incorporated herein by reference.

Pursuant to the Cooperation Agreement, on November 28, 2025, Franklin S. Edmonds, Jr. was appointed to the Company’s Board of Directors (the “Board”) effective immediately. Mr. Edmonds has also been appointed to the newly established Strategic Review Committee of the Board. Mr. Edmonds will receive compensation consistent with that received by the Company’s other non-employee directors, as described in the Company’s proxy statement on Schedule 14A for the 2025 annual meeting of stockholders, filed with the U.S. Securities and Exchange Commission on December 13, 2024.

There are no arrangements or understandings with any persons pursuant to which Mr. Edmonds was appointed as a director other than with respect to the matters referenced in the Prior 8-K. Mr. Edmonds does not have a direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K.

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

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: December 2, 2025

FAQ

What board change did Atkore Inc. (ATKR) disclose in this 8-K?

Atkore Inc. disclosed that Franklin S. Edmonds, Jr. was appointed to its Board of Directors effective November 28, 2025, pursuant to a cooperation agreement with Irenic Capital Management LP and certain affiliates.

What new committee role will Franklin S. Edmonds, Jr. have at Atkore Inc. (ATKR)?

Franklin S. Edmonds, Jr. has been appointed to Atkore’s newly established Strategic Review Committee of the Board, giving him a role in the Board’s strategic oversight work.

How will the new director at Atkore Inc. (ATKR) be compensated?

Atkore states that Mr. Edmonds will receive compensation consistent with the company’s other non-employee directors, as described in its Schedule 14A proxy statement for the 2025 annual meeting of stockholders.

Is Franklin S. Edmonds, Jr. involved in any related-party transactions with Atkore Inc. (ATKR)?

The company reports that Mr. Edmonds does not have a direct or indirect material interest in any existing or proposed transaction that would require disclosure under Item 404(a) of Regulation S-K.

What agreement led to the board appointment disclosed by Atkore Inc. (ATKR)?

The appointment stems from a cooperation agreement between Atkore Inc. and Irenic Capital Management LP and certain of its affiliates, which was previously described in an earlier report under Item 1.01.

Does Atkore Inc. (ATKR) mention any other arrangements behind Mr. Edmonds’ appointment?

Atkore notes that there are no arrangements or understandings with any persons pursuant to which Mr. Edmonds was appointed as a director, other than the matters covered by the prior cooperation-related report.