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  4. [8-K] Atkore Inc. Reports Material Event

Large legal charge drives Atkore (NYSE: ATKR) Q2 2026 loss despite sales growth

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

Rhea-AI Filing Summary

Atkore Inc. reported fiscal 2026 second-quarter net sales of $731.4 million, up 4.2% from $701.7 million a year earlier, driven mainly by higher volumes and pricing. Despite this, the company posted a net loss of $124.1 million versus a $50.1 million loss, largely due to a $136.5 million litigation settlement and losses on assets held for sale.

Adjusted EBITDA fell to $81.1 million from $116.4 million, and adjusted diluted EPS declined to $1.23 from $2.04 as higher input costs compressed margins. Atkore completed divestitures of its HDPE Pipe & Conduit business and Belgian coatings operations, retaining a 10% stake in the HDPE combination and committing about $28 million of capitalization over time.

The board approved a quarterly dividend of $0.33 per share payable May 29, 2026. Management maintained full-year 2026 guidance for adjusted EBITDA of $340–$360 million and adjusted diluted EPS of $5.05–$5.55, and now expects net sales of $2.90–$2.95 billion after reflecting divestitures.

Positive

  • None.

Negative

  • Significant litigation cost and GAAP loss: A $136.5 million litigation settlement expense and related items drove Q2 2026 to a net loss of $124.1 million and diluted loss per share of $(3.65), a much larger loss than the prior-year period.
  • Profitability and cash flow deterioration: Q2 adjusted EBITDA declined 30.4% year over year to $81.1 million, adjusted diluted EPS fell to $1.23, and six-month free cash flow swung from $97.3 million to negative $53.5 million.

Insights

Atkore absorbed a large legal charge, but kept full-year guidance and balance sheet leverage moderate.

Atkore grew Q2 net sales 4.2% to $731.4 million, driven by higher volumes and pricing, but margins weakened. Adjusted EBITDA dropped 30.4% to $81.1 million and adjusted diluted EPS fell to $1.23, reflecting higher input costs and mix changes across Electrical and Safety & Infrastructure.

GAAP results were dominated by a litigation settlement expense of $136.5 million related to the PVC Pipe Antitrust Litigation, which drove a net loss of $124.1 million. Free cash flow for the first six months turned negative at $(53.5) million, influenced by the settlement accrual and working-capital swings.

The company continued reshaping its portfolio, selling the HDPE business while retaining a 10% equity stake and planning about $28 million of capitalization, and divesting Belgian coating operations. Despite softer profitability, Atkore maintained 2026 adjusted EBITDA guidance of $340–$360 million and adjusted EPS of $5.05–$5.55, supported by a net debt position of $318.3 million and a net debt/TTM adjusted EBITDA ratio near 1.0%.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Net sales $731.4 million Three months ended March 27, 2026; up 4.2% year over year
Q2 2026 Net income (loss) $(124.1) million Three months ended March 27, 2026; larger loss than prior year
Q2 2026 Adjusted EBITDA $81.1 million Down from $116.4 million in Q2 2025; 30.4% decline
Litigation settlement expense $136.5 million Settlement with two putative classes in PVC Pipe Antitrust Litigation, recognized in Q2 2026
Quarterly dividend $0.33 per share Approved April 30, 2026; payable May 29, 2026 to holders of record May 19, 2026
FY 2026 Adjusted EBITDA outlook $340–$360 million Maintained full-year guidance range
Net debt $318.3 million As of March 27, 2026; net debt/TTM Adjusted EBITDA about 1.0x
Free cash flow $(53.5) million Six months ended March 27, 2026; down from $97.3 million prior year
Adjusted EBITDA financial
"Adjusted EBITDA decreased by $35.4 million, or 30.4%, to $81.1 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 decreased by $0.81 versus prior year to $1.23"
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: $ (53,457) $ 97,306"
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.
PVC Pipe Antitrust Litigation regulatory
"a case captioned In re PVC Pipe Antitrust Litigation"
Trailing twelve months (TTM) Adjusted EBITDA financial
"TTM Adjusted EBITDA (a) $ 321,035"
Net debt financial
"Net debt $ 318,305"
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.
Net sales $731.4 million +4.2% YoY
Net income (loss) $(124.1) million (147.9%) YoY change in loss
Adjusted EBITDA $81.1 million -30.4% YoY
Adjusted diluted EPS $1.23 -39.7% YoY
FY 2026 Adjusted EBITDA outlook $340–$360 million Guidance maintained
FY 2026 Adjusted diluted EPS outlook $5.05–$5.55 Guidance maintained
Guidance

Atkore expects FY 2026 net sales of $2.90–$2.95 billion, adjusted EBITDA of $340–$360 million, and adjusted net income per diluted share of $5.05–$5.55, underpinned by anticipated mid-single-digit percentage volume growth.

Understanding 8-K Material Events →
0001666138false00016661382026-05-052026-05-05

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): May 5, 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 May 5, 2026, Atkore International Group Inc. (the "Company" or "Atkore") issued a press release announcing the Company’s financial results for its fiscal 2026 second quarter ended March 27, 2026. A copy of the press release is being furnished as Exhibit 99.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.*
    The slide presentation attached hereto as Exhibit 99.2, and incorporated herein by reference, will be presented to certain Atkore investors on May 5, 2026 and may be used by Atkore in various other presentations to investors.
Item 9.01. Financial Statements and Exhibits.*
Exhibit No.     
Description of Exhibit
99.1 
Press Release, dated May 5, 2026.
99.2 
Presentation to investors, dated May 5, 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 Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act"), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


SIGNATURES

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

ATKORE INC.



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

Date: May 5, 2026




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

•Net sales of $731.4 million, up 4.2% versus prior year
•Net loss per diluted share decreased by $2.19 versus prior year to a net loss per share of $(3.65); Adjusted net income per diluted share decreased by $0.81 versus prior year to $1.23
•Net loss decreased by $74.0 million versus prior year to a net loss of $124.1 million; Adjusted EBITDA decreased by $35.4 million versus prior year to $81.1 million
•Maintaining 2026 full-year Adjusted EBITDA outlook of $340 to $360 million, and; full-year Adjusted net income per diluted share outlook of $5.05 to $5.55
•Subsequent to quarter end, the Company divested its HDPE Pipe & Conduit business, Vergokan Galva and Coatings business in Belgium, and entered into settlement agreements with two putative classes in an ongoing litigation matter for $136.5 million
•On April 30, 2026, Atkore’s Board of Directors approved a quarterly dividend payment of $0.33 per share of common stock payable on May 29, 2026 to stockholders of record on May 19, 2026

HARVEY, IL. — May 5, 2026 (BUSINESS WIRE) - Atkore Inc. (the “Company” or “Atkore”) (NYSE: ATKR) announced earnings for its fiscal 2026 second quarter ended March 27, 2026.

“We were pleased with our second quarter results. We delivered approximately 5% year-over-year organic volume growth and solid productivity gains. In addition our net sales, Adjusted EBITDA and Adjusted EPS all improved sequentially versus our first quarter results,” said Bill Waltz, Atkore President and Chief Executive Officer. “These operating results reflect improvements from our own internal initiatives as well as benefits from solid end-market demand.”

Waltz continued, “Over the past few months, we have also completed several actions related to our broader review of strategic alternatives. We have now finalized the three plant closures previously announced, and we have recently divested both our High-Density Polyethylene Pipe & Conduit (“HDPE”) business as well as our surface protection and powder coatings business in Belgium. Each of these completed actions represent our commitment to support the electrical infrastructure market which we believe will enable long-term shareholder value creation.”


2026 Second Quarter Results
Three months ended
(in thousands)March 27, 2026March 28, 2025Change% Change
Net sales
Electrical$532,457 $492,677 $39,780 8.1 %
Safety & Infrastructure199,100 209,272 (10,172)(4.9)%
Eliminations(180)(225)45 (20.0)%
Consolidated operations$731,377 $701,725 $29,652 4.2 %
Net (loss) income$(124,073)$(50,057)$(74,016)147.9 %
Adjusted EBITDA
Electrical$74,351 $90,943 $(16,592)(18.2)%
Safety & Infrastructure17,303 36,064 (18,761)(52.0)%
Unallocated(10,601)(10,598)(3)— %
Consolidated operations$81,053 $116,408 $(35,355)(30.4)%


1
atkorelogo.jpg
Exhibit 99.1
Net sales increased by $29.7 million, or 4.2%, to $731.4 million for the three months ended March 27, 2026, compared to $701.7 million for the three months ended March 28, 2025. The increase in net sales is primarily attributed to increased sales volume of $32.3 million, increased average selling prices of $10.2 million and foreign exchange benefits of $8.2 million partially offset by the impact of divestitures of $12.6 million.

Gross profit decreased by $49.0 million, or 26.5%, to $136.1 million for the three months ended March 27, 2026, as compared to $185.1 million for the prior-year period. Gross margin decreased to 18.6% for the three months ended March 27, 2026, as compared to 26.4% for the prior-year period. Gross profit decreased primarily due to increased input costs of $82.1 million outpacing increases in average selling prices of $10.2 million.

Net loss decreased by $74.0 million, or 147.9%, to a net loss of $124.1 million for the three months ended March 27, 2026 compared to $50.1 million of net loss for the prior-year period. The decrease was primarily due to lower gross profit of $49.0 million, increased litigation settlement expense of $136.5 million, increased other expense related to loss on assets held for sale of $19.2 million and increased selling, general and administrative expense of $8.9 million, partially offset by decreased asset impairment charges of $116.2 million and increased income tax benefit of $18.2 million.

Adjusted EBITDA decreased by $35.4 million, or 30.4%, to $81.1 million for the three months ended March 27, 2026 compared to $116.4 million for the three months ended March 28, 2025. The decrease was primarily due to lower gross profit.

Net loss per diluted share prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) was $(3.65) for the three months ended March 27, 2026, as compared to $(1.46) in the prior-year period. The decrease in diluted earnings per share is primarily due to the impact of lower gross margin, litigation settlement expense and losses on assets held for sale. Adjusted net income per diluted share decreased by $0.81 to $1.23 for the three months ended March 27, 2026, as compared to $2.04 in the prior year period.


Segment Results

Electrical

Net sales increased by $39.8 million, or 8.1%, to $532.5 million for the three months ended March 27, 2026 compared to $492.7 million for the three months ended March 28, 2025. The increase in net sales is primarily attributed to increased sales volume of $28.4 million, foreign exchange benefits of $8.0 million and increased average selling prices of $6.5 million.

Adjusted EBITDA for the three months ended March 27, 2026 decreased by $16.6 million, or 18.2%, to $74.4 million from $90.9 million for the three months ended March 28, 2025. Adjusted EBITDA margin decreased to 14.0% for the three months ended March 27, 2026 compared to 18.5% for the three months ended March 28, 2025. The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to increases in input costs outpacing increases in average selling prices.

Safety & Infrastructure

Net sales decreased by $10.2 million, or 4.9%, for the three months ended March 27, 2026 to $199.1 million compared to $209.3 million for the three months ended March 28, 2025. The decrease is primarily attributed to the impact of recent divestitures of $9.5 million and higher solar credit rebates of $8.5 million, partially offset by increased sales volume of $3.9 million and an increase in average selling prices of $3.7 million.

Adjusted EBITDA decreased by $18.8 million, or 52.0%, to $17.3 million for the three months ended March 27, 2026 compared to $36.1 million for the three months ended March 28, 2025. Adjusted EBITDA margin decreased to 8.7% for the three months ended March 27, 2026 compared to 17.2% for the three

2
atkorelogo.jpg
Exhibit 99.1
months ended March 28, 2025. The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to higher input costs.

Divestitures

On April 8, 2026, Atkore completed the sale of its HDPE business to Infra Pipes. Under the terms of the sales agreement, Atkore contributed its HDPE business and retained a 10% equity stake in the combined entity. In addition to contributing the HDPE business, Atkore will capitalize the combined business with approximately $28 million in cash over time.

On April 30, 2026, the Company completed the sale of its Vergo Coating SRL and Vergo Galva NV businesses in Belgium.

Legal Settlements

On April 28, 2026, the Company entered into settlement agreements (the "Settlement Agreements") with two of the three putative classes in a case captioned In re PVC Pipe Antitrust Litigation (“Class Action Litigation”). These two classes were 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 totaled $136.5 million and was recognized in the Company’s financial statements for the quarter ended March 27, 2026.

Liquidity & Capital Resources

On April 30, 2026, Atkore’s Board of Directors approved a quarterly dividend payment of $0.33 per share of common stock payable on May 29, 2026 to stockholders of record on May 19, 2026.

Full-Year Outlook1

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

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

Conference Call Information

Atkore management will host a conference call today, May 5, 2026, at 8 a.m. Eastern time, to discuss the Company’s financial results. The conference call may be accessed by dialing (888) 330-2446 (domestic) or (240) 789-2732 (international). The call will be available for replay until May 19, 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.

1 Reconciliations of the forward-looking full-year 2026 outlook for Adjusted EBITDA and Adjusted net income per diluted share are not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliations. Accordingly, we are relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude these reconciliations.

3
atkorelogo.jpg
Exhibit 99.1
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

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

4
atkorelogo.jpg
Exhibit 99.1
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 acquisition agreements to fully protect us from unexpected liabilities; failure to manage acquisitions successfully, including identifying, evaluating, and valuing acquisition targets and integrating acquired companies, businesses or assets; the incurrence of additional expenses, increases in the complexity of our supply chain and potential damage to our reputation with customers resulting from regulations related to “conflict minerals”; disruptions or impediments to the receipt of sufficient raw materials resulting from various anti-terrorism security measures; restrictions contained in our debt agreements; failure to generate cash sufficient to pay the principal of, interest on, or other amounts due on our debt; failure to generate cash sufficient to pay dividends; challenges attracting and retaining key personnel or high-quality employees; future changes to tax legislation; failure to generate sufficient cash flow from operations or to raise sufficient funds in the capital markets to satisfy existing obligations and support the development of our business; and other risks and factors described from time to time in documents that we file with the SEC. The Company assumes no obligation to update the information contained herein, which speaks only as of the date hereof.

Non-GAAP Financial Information

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

Adjusted EBITDA and Adjusted EBITDA Margin

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

5
atkorelogo.jpg
Exhibit 99.1
We define Adjusted EBITDA as net income (loss) before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, interest expense, net, stock-based compensation, loss on extinguishment of debt, gains and losses on the divestiture of a business, impairment of assets, certain legal matters, and other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax positions, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, gain on purchase of business, loss on assets held for sale, restructuring costs and transaction costs. We define Adjusted EBITDA margin as Adjusted EBITDA as a percentage of Net sales.

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

Adjusted Net Income and Adjusted Net Income per Share

We use Adjusted net income and Adjusted net income per share in evaluating the performance of our business and profitability. Management believes that these measures provide useful information to investors by offering additional ways of viewing the Company’s results that, when reconciled to the corresponding GAAP measure provide an indication of performance and profitability excluding the impact of unusual and certain non-cash items. We define Adjusted net income as net income before stock-based compensation, loss on extinguishment of debt, loss on assets held for sale, gains and losses on the divestiture of a business (including any additional tax adjustments related to those divestitures), insurance recoveries, asset impairment charges, intangible asset amortization, certain legal matters 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 endedSix months ended
(in thousands, except per share data)March 27, 2026March 28, 2025March 27, 2026March 28, 2025
Net sales$731,377 $701,725 $1,386,925 $1,363,322 
Cost of sales595,261 516,608 1,124,876 1,007,117 
Gross profit136,116 185,117 262,049 356,205 
Selling, general and administrative107,914 99,040 207,465 190,492 
Intangible asset amortization6,282 10,166 12,593 21,864 
Asset impairment charges11,553 127,733 11,553 127,733 
Operating income (loss)10,367 (51,822)30,438 16,116 
Interest expense, net6,985 8,261 13,884 16,470 
Litigation settlement expense136,500 — 136,500 — 
Other expense, net25,612 6,426 23,285 7,559 
Income (loss) before income taxes(158,730)(66,509)(143,231)(7,913)
Income tax expense (benefit)(34,657)(16,452)(34,192)(4,193)
Net income (loss)$(124,073)$(50,057)$(109,039)$(3,720)
Net income (loss) per share
Basic$(3.68)$(1.47)$(3.25)$(0.11)
Diluted$(3.65)$(1.46)$(3.21)$(0.11)


7

ATKORE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share data)March 27, 2026September 30, 2025
Assets
Current Assets:
Cash and cash equivalents$442,336 $506,699 
Accounts receivable, less allowance for current and expected credit losses of $2,110 and $5,128, respectively
557,852 447,035 
Inventories, net401,063 484,845 
Income tax assets157,525 79,547 
Prepaid expenses and other current assets89,781 82,678 
Assets held for sale64,944 — 
Total current assets1,713,501 1,600,804 
Property, plant and equipment, net534,709 594,266 
Intangible assets, net127,020 160,758 
Goodwill287,533 294,485 
Right-of-use assets, net144,583 156,679 
Deferred tax assets27,474 35,863 
Other long-term assets13,556 9,067 
Total Assets$2,848,376 $2,851,922 
Liabilities and Equity
Current Liabilities:
Short-term debt and current maturities of long-term debt$3,730 $3,730 
Accounts payable253,743 241,246 
Income tax payable588 720 
Accrued compensation and employee benefits40,913 49,192 
Customer liabilities88,599 128,538 
Lease obligations26,420 26,995 
Liabilities held for sale21,203 — 
Accrued settlement liabilities136,500 — 
Other current liabilities78,223 74,098 
Total current liabilities649,919 524,519 
Long-term debt756,911 756,802 
Long-term lease obligations131,808 144,293 
Deferred tax liabilities13,446 13,451 
Other long-term liabilities15,395 14,516 
Total Liabilities1,567,479 1,453,581 
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 33,767,094 and 33,665,258 shares issued and outstanding as of March 27, 2026 and September 30, 2025, respectively
338 338 
Additional paid-in capital539,899 526,600 
Retained earnings757,864 889,391 
Accumulated other comprehensive loss(17,204)(17,988)
Total Equity1,280,897 1,398,341 
Total Liabilities and Equity$2,848,376 $2,851,922 

8

ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six months ended
(in thousands)March 27, 2026March 28, 2025
Operating activities:
Net income (loss)$(109,039)$(3,720)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization69,458 58,571 
Asset impairment charges11,553 127,733 
(Gain) loss on sale of business(2,275)6,101 
Loss on assets held for sale25,664 349 
Deferred income taxes348 (33,428)
Stock-based compensation16,868 13,810 
Amortization of right-of-use assets17,467 16,412 
Provision for doubtful accounts and inventory16,230 (677)
Legal settlement expense
136,500 — 
Other non-cash adjustments to net income1,667 635 
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable(134,910)14,799 
Inventories36,699 (385)
Prepaid expenses and other current assets(6,001)(22,544)
Accounts payable28,258 (4,277)
Accrued and other liabilities(41,099)5,908 
Lease assets and liabilities(17,840)(14,556)
Income taxes(78,492)(7,560)
Other, net1,713 3,770 
Net cash provided by (used in) operating activities(27,231)160,941 
Investing activities:
Capital expenditures(26,226)(63,635)
Proceeds from sale of a business18,388 6,711 
Proceeds from insurance claims
— 1,770 
Other, net(292)7,132 
Net cash used in investing activities(8,130)(48,022)
Financing activities:
Repayments of long-term debt(932)— 
Issuance of common stock, net of shares withheld for tax(3,568)(5,835)
Repurchase of common stock— (100,026)
Finance lease payments
(1,759)(1,363)
Dividends paid to shareholders(22,281)(21,989)
Net cash used in financing activities(28,540)(129,213)
Effects of foreign exchange rate changes on cash and cash equivalents(462)(4,706)
Decrease in cash and cash equivalents(64,363)(21,000)
Cash and cash equivalents at beginning of period506,699 351,385 
Cash and cash equivalents at end of period$442,336 $330,385 



9

Six months ended
(in thousands)March 27, 2026March 28, 2025
Supplementary Cash Flow Information
Capital expenditures, not yet paid$1,391 $2,373 
Operating lease right-of-use assets obtained in exchange for lease liabilities$7,042 $2,766 
Free Cash Flow:
     Net cash provided by operating activities$(27,231)$160,941 
     Capital expenditures(26,226)(63,635)
Free Cash Flow:$(53,457)$97,306 

10

ATKORE INC.
ADJUSTED EBITDA

The following table presents reconciliations of Adjusted EBITDA to net income for the periods presented:
Three months endedSix months ended
(in thousands)March 27, 2026March 28, 2025March 27, 2026March 28, 2025
Net income (loss)$(124,073)$(50,057)$(109,039)$(3,720)
Interest expense, net6,985 8,261 13,884 16,470 
Income tax expense (benefit)(34,657)(16,452)(34,192)(4,193)
Depreciation and amortization33,340 29,238 69,458 58,571 
Restructuring charges4,128 595 5,656 916 
Stock-based compensation12,848 7,713 16,868 13,810 
Litigation settlement expense136,500 — 136,500 — 
Transaction costs4,020 174 10,291 209 
Loss on assets held for sale25,664 281 25,664 349 
(Gain) loss on sale of business— 6,101 (2,275)6,101 
Asset impairment charges11,553 127,733 11,553 127,733 
Other (a)
4,745 2,822 5,831 (687)
Adjusted EBITDA$81,053 $116,408 $150,199 $215,558 
(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
 March 27, 2026March 28, 2025
(in thousands)Net salesAdjusted EBITDA Adjusted EBITDA marginNet salesAdjusted EBITDA Adjusted EBITDA margin
Electrical$532,457 $74,351 14.0 %$492,677 $90,943 18.5 %
Safety & Infrastructure199,100 17,303 8.7 %209,272 36,064 17.2 %
Eliminations(180)(225)
Consolidated operations$731,377 $701,725 

Six months ended
 March 27, 2026March 28, 2025
(in thousands)Net salesAdjusted EBITDA Adjusted EBITDA marginNet salesAdjusted EBITDA Adjusted EBITDA margin
Electrical$1,002,011 $129,453 12.9 %$958,032 $183,330 19.1 %
Safety & Infrastructure385,352 47,490 12.3 %405,997 51,643 12.7 %
Eliminations(438)(707)
Consolidated operations$1,386,925 $1,363,322 







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 endedSix months ended
(in thousands, except per share data)March 27, 2026March 28, 2025March 27, 2026March 28, 2025
Net income$(124,073)$(50,057)$(109,039)$(3,720)
Stock-based compensation12,848 7,713 16,868 13,810 
Intangible asset amortization6,282 10,166 12,593 21,864 
Loss (gain) on sale of business— 6,101 (2,275)6,101 
Loss on assets held for sale25,664 281 25,664 349 
Asset impairment charges11,553 127,733 11,553 127,733 
Accelerated depreciation(b)
9,739 — 17,903 — 
Restructuring charges(c)
4,128 — 4,128 — 
Transaction costs(c)
4,020 — 4,020 — 
Litigation settlement expense136,500 — 136,500 — 
Other (a)
4,745 2,822 5,831 (687)
Pre-tax adjustments to net income215,479 154,816 232,785 169,170 
Tax effect(49,560)(38,704)(53,886)(42,293)
Additional tax expense related to divestiture of a business— 3,946 — 3,946 
Adjusted net income$41,846 $70,001 $69,860 $127,103 
Diluted weighted average common shares outstanding33,959 34,290 33,933 34,660 
Net income per diluted share$(3.65)$(1.46)$(3.21)$(0.11)
Adjusted net income per diluted share$1.23 $2.04 $2.06 $3.67 
(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)March 27, 2026December 26, 2025September 30, 2025June 27, 2025March 28, 2025December 27, 2024
Short-term debt and current maturities of long-term debt$3,730 $3,730 $3,730 $— $— $— 
Long-term debt$756,911 $757,323 $756,802 $764,387 $765,913 $765,375 
Total debt760,641 761,053 760,532 764,387 765,913 765,375 
Less cash and cash equivalents442,336 443,771 506,699 331,017 330,385 310,444 
Net debt$318,305 $317,282 $253,833 $433,370 $435,528 $454,931 
TTM Adjusted EBITDA (a)
$321,035 $356,390 $386,356 $455,629 $561,833 $657,338 
(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 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. The reconciliation of Adjusted EBITDA for the quarter ended December 27, 2024 can be found in Exhibit 99.1 to Form 8-K filed February 4, 2025 and is incorporated by reference herein.































14

ATKORE INC.
TRAILING TWELVE MONTHS ADJUSTED EBITDA

The following table presents a reconciliation of Adjusted EBITDA for the trailing twelve months (TTM) ended March 27, 2026:
TTMThree months ended
(in thousands)March 27, 2026March 27, 2026December 26, 2025September 30, 2025June 27, 2025
Net income (loss)
$(120,497)$(124,073)$15,034 $(54,420)$42,962 
Interest expense, net30,683 6,985 6,899 7,926 8,873 
Income tax expense (benefit)
(33,414)(34,657)465 (11,350)12,128 
Depreciation and amortization135,421 33,340 36,118 36,929 29,033 
Restructuring charges7,589 4,128 1,527 1,331 602 
Stock-based compensation26,619 12,848 4,020 2,505 7,246 
Litigation settlement expense
136,500 136,500 — — — 
Loss on the extinguishment of debt795 — — 795 — 
Transaction costs10,374 4,020 6,271 42 41 
Loss (gain) on assets held for sale
25,572 25,664 — 103 (195)
(Gain) loss on sale of business(2,133)— (2,275)142 — 
Asset impairment charges98,207 11,553 — 86,654 — 
Other (a)
5,318 4,745 1,086 258 (771)
Adjusted EBITDA$321,035 $81,053 $69,146 $70,915 $99,921 
(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
Second Quarter 2026 Earnings Presentation and Business Update May 5, 2026

 

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

 

3© Atkore Q2 2026 Results & Business Updates 1. See non-GAAP reconciliation in appendix. 702 656 731 Q2 2025 Q1 2026 Q2 2026 +11% -50 15 -124 Q2 2025 Q1 2026 Q2 2026 -927% 116 69 81 Q2 2025 Q1 2026 Q2 2026 +17% 2.04 0.83 1.23 Q2 2025 Q1 2026 Q2 2026 +48% Net Sales $M Net Income/(Loss) $M Adjusted EBITDA1 $M Adjusted Diluted EPS1 $/share -1.46 0.44 -3.65 Q2 2025 Q1 2026 Q2 2026 -930% Diluted EPS/(Loss) Per Share $/share Net sales, Adjusted EBITDA and Adjusted EPS all increased sequentially from our first quarter Organic volume up 5% compared to prior year with growth from both the Electrical and S&I segments Continued productivity improvements driven by the Atkore Business System Completed two divestitures in April - HDPE Pipe & Conduit business in the U.S. and surface protection and powder coating business in Belgium Entered into agreements to settle two of the three putative classes related to the PVC Pipe Antitrust Litigation; Q2 results reflect the after-tax impact from these settlements Maintaining our fiscal 2026 outlook for Adjusted EBITDA & Adjusted EPS Business Updates

 

4© Atkore Q2 Income Statement Summary 1. See non-GAAP reconciliation in appendix. 2. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of Net Sales. ($’s in millions) Q2 2026 Q2 2025 Y/Y Change Y/Y % Change Net Sales $731.4 $701.7 $29.7 4.2% Operating Income $10.4 ($51.8) $62.2 120.0% Net (Loss)/Income ($124.1) ($50.1) ($74.0) (147.7%) Adjusted EBITDA1 $81.1 $116.4 ($35.3) (30.3%) Adjusted EBITDA Margin2 11.1% 16.6% (550 bps) - Tax Rate 21.8% 24.7% 290 bps - Net (Loss)/Income Per Share (Diluted) ($3.65) ($1.46) ($2.19) (150.0%) Adjusted Diluted EPS1 $1.23 $2.04 ($0.81) (39.7%)

 

5© Atkore Consolidated Atkore Bridges 1. “Other” may include items such as F/X, M&A, productivity, solar tax credits, investments, interest and tax rate. 2. See non-GAAP reconciliation in appendix. Adjusted EBITDA Bridge2 Net Sales BridgeQ2 2026 $32 $10 $13 2025 Volume/Mix Price Divestiture $0 Other1 2026 $702M $731M $5 $10 $62 $1 $11 2025 Volume/Mix Price Cost Changes Divestiture Other1 2026 $116M $81M Net Sales % Change Adjusted Diluted EPS Bridge2 Volume/Mix 4.6% Price 1.5% Divestiture (1.8%) Other1 (0.1%) Total 4.2% $2.04 $1.23 $0.74 $0.01 $0.01 $0.09 2025 Quarterly Results Divestiture Share Count Other1 2026

 

6© Atkore FY 2026 YTD Net Sales by Key Product Area1 Key Product Area Trends & Portfolio Update 1. Sales of “Other Electrical products” and “Other Safety & Infrastructure products” have been allocated and included in the presentation of the product area groupings listed for presentation purposes. Source: Management estimates. FY 2026 YTD vs. FY 2025 YTD + LSD% + HSD% + MSD% - MSD% + DD% + 3.5% Mechanical Tube & Other Strong sequential growth led by international construction services Continue to expect ramp in project and data center related demand Growth from steel and specialty conduit products Monitoring ongoing market dynamics e.g. tariffs, imports, etc. PVC conduit supporting data center, commercial and industrial end markets End-market exposure for cable products has been challenged Strong growth attributable to solar product volumes offset by intentional reductions in certain Mechanical Tube markets FY 2025 YTD vs. FY 2024 YTD - DD% Product Area Trends & Portfolio Updates Year-over-Year Volume/Mix % Change 27% 22% 22% 17% 12% $1,387M Metal Framing, Cable Management & Construction Services Plastic Pipe, Conduit & Fittings Metal Electrical Conduit & Fittings Electrical Cable & Flexible Conduit + HSD% - MSD% Flat + LSD% Flat

 

7© Atkore Segment Results Q2 Net Sales Bridge Q2 Net Sales Bridge Electrical Safety & Infrastructure ($’s in millions) Q2 2026 Q2 2025 Y/Y Change Net Sales $532.5 $492.7 8.1% Adjusted EBITDA $74.4 $90.9 (18.2%) Adjusted EBITDA Margin 14.0% 18.5% (450 bps) ($’s in millions) Q2 2026 Q2 2025 Y/Y Change Net Sales $199.1 $209.3 (4.9%) Adjusted EBITDA $17.3 $36.1 (52.1%) Adjusted EBITDA Margin 8.7% 17.2% (850 bps) 1. “Other” may include items such as F/X, M&A, productivity, solar tax credits, investments, interest and tax rate. $28 $7 $3 $8 2025 Volume/Mix Price Divestiture Other1 2026 $493M $533M $4 $4 $10 $8 2025 Volume/Mix Price Divestiture Other1 2026 $209M $199M

 

8© Atkore FY26 YTD Cash Bridge $M Cash & Balance Sheet Summary $19 $46 $26 $18 $22 $8 FY25 YE Cash Balance Cash Flow From Operating Activities March AR Receipts Timing Capital Expenditures Divestiture Dividend Payment Net Other Uses of Cash FY26 YTD Cash Balance $507M $442M $325 $400 $373 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030 FY 2031 FY 2032 Undrawn Asset Based Loan Senior Secured Term Loan Senior Notes Debt Maturity Profile $M

 

9© Atkore Updated FY 2026 Outlook Outlook Summary 1. Reconciliations of the forward-looking quarterly and full-year 2026 outlook for Adjusted EBITDA and Adjusted Diluted EPS is not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation. Accordingly, we are relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude these reconciliations. Outlook Items for Consolidated Atkore FY 2026 Outlook Updates to FY 2026 Outlook Midpoint FY 2026 Comments & Perspective Net Sales $2.90B – $2.95B Removes 2H HDPE • Reduction reflects ~($75M) from 2H for HDPE and Belgium divestiture; • Tectron divestiture impact reflected at end of Q1 • We expect Q3 operating results to increase sequentially versus Q2, and Q4 to be slightly higher than Q3 • Tax rate for Adj. EPS expected to be in range of 22-24% in the 2H Adjusted EBITDA1 $340M – $360M N/A Adjusted Diluted EPS1 $5.05 – $5.55 N/A Interest Expense $31M - $34M N/A Capital Expenditures $80M – $90M N/A FY 2026 Outlook underpinned by anticipated mid-single digit percentage volume growth in FY 2026

 

10© Atkore Atkore’s Strategic Focus – Today and Tomorrow Drive operational excellence with the Atkore Business System Meet secular demand for expected growth in core electrical end markets Maintain strong financial profile focusing on shareholder returns Prioritize portfolio of domestically manufactured electrical infrastructure products FEBRUARY 2025 Divested Northwest Polymers Significant progress underway to achieve strategic priorities DECEMBER 2025 Divested Tectron Tube MARCH 2026 Exited 3 manufacturing facilities APRIL 2026 Divested HDPE business APRIL 2026 Divested surface protection and powder coating business in Belgium ONGOING Implementing 80/20 initiatives within certain product categories Decisive actions to enable future shareholder value creation

 

11© Atkore Appendix

 

12© Atkore Segment Information

 

13© Atkore Adjusted Diluted EPS Reconciliation (Adjusted Net Income Per Diluted Share) Consolidated Atkore Inc. Three months ended (in thousands, except per share data) March 27, 2026 December 26, 2025 March 28, 2025 Net income $ (124,073) $ 15,034 $ (50,057) Stock-based compensation 12,848 4,020 7,713 Intangible asset amortization 6,282 6,310 10,166 (Gain) Loss on sale of business — (2,275) 6,101 Accelerated depreciation (b) 9,739 8,165 — Loss on assets held for sale 25,664 — 281 Impairment of assets 11,553 — 127,733 Restructuring (c) 4,128 — — Transaction costs (c) 4,020 — — Litigation settlement expense 136,500 — — Other (a) 4,745 1,086 2,822 Pre-tax adjustments to net income 215,479 17,306 154,816 Tax effect (49,560) (4,327) (38,704) Additional tax expense related to divestiture of a business — — 3,946 Adjusted net income $ 41,846 $ 28,013 $ 70,001 Weighted-average diluted common shares outstanding 33,959 33,905 34,290 Net income per diluted share $ (3.65) $ 0.44 $ (1.46) Adjusted net income per diluted share $ 1.23 $ 0.83 $ 2.04 (a) Represents 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 and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives. (b) Additional depreciation related to plant closures. (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.

 

14© Atkore Net Income to Adjusted EBITDA Reconciliation Consolidated Atkore Inc.

 

15© Atkore Total Debt to Net Debt Consolidated Atkore Inc.

 

16© Atkore Total Debt to Net Debt and Leverage Ratio Consolidated Atkore Inc. ($ in thousands) March 27, 2026 December 26, 2025 September 30, 2025 June 27, 2025 March 28, 2025 December 27, 2024 Short-term debt and current maturities of long-term debt $ 3,730 $ 3,730 $ 3,730 $ — $ — $ — Long-term debt 756,911 757,323 756,802 764,387 765,913 765,375 Total debt 760,641 761,053 760,532 764,387 765,913 765,375 Less cash and cash equivalents 442,336 443,771 506,699 331,017 $ 330,385 310,444 Net debt $ 318,305 $ 317,282 $ 253,833 $ 433,370 $ 435,528 $ 454,931 TTM Adjusted EBITDA (a) $ 321,035 $ 356,390 $ 386,356 $ 455,629 $ 561,833 $ 657,338 Total debt/TTM Adjusted EBITDA 2.4 x 2.1 x 2.0 x 1.7 x 1.4 x 1.2 x Net debt/TTM Adjusted EBITDA 1.0 x 0.9 x 0.7 x 1.0 x 0.8 x 0.7 x (a) Leverage ratio and TTM Adjusted EBITDA reconciliations for all periods above can be found either in the appendix, or in Exhibit 99.1 to Form 8-K filed on February 3, 2026, November 26, 2025, August 5, 2025, May 6, 2025, February 4, 2025.

 

17© Atkore Free Cash Flow Reconciliation Consolidated Atkore Inc. Six months ended (in thousands) March 27, 2026 March 28, 2025 Net cash provided by operating activities $ (27,231) $ 160,941 Capital expenditures (26,226) (63,635) Free Cash Flow $ (53,457) $ 97,306

 

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

 

19© Atkore atkore.com

 

Source: View Original Filing on SEC EDGAR

FAQ

How did Atkore (ATKR) perform financially in Q2 2026?

Atkore’s Q2 2026 net sales were $731.4 million, up 4.2% from $701.7 million a year earlier. However, the company reported a net loss of $124.1 million and adjusted EBITDA of $81.1 million, down from $116.4 million, reflecting higher costs and a major legal charge.

What caused Atkore’s Q2 2026 net loss and lower earnings per share?

The net loss of $124.1 million and diluted loss per share of $(3.65) were mainly driven by a $136.5 million litigation settlement expense, lower gross profit, and losses on assets held for sale. These more than offset modest sales growth and productivity gains in the quarter.

What non-GAAP results did Atkore (ATKR) report for Q2 2026?

Atkore reported Q2 2026 adjusted EBITDA of $81.1 million versus $116.4 million a year earlier, with adjusted EBITDA margin falling to 11.1%. Adjusted net income was $41.8 million, translating to adjusted diluted EPS of $1.23 compared with $2.04 in the prior-year quarter.

What strategic divestitures did Atkore complete after Q2 2026?

On April 8, 2026, Atkore sold its HDPE Pipe & Conduit business to Infra Pipes, retaining a 10% equity stake and planning about $28 million of capitalization. On April 30, 2026, it also completed the sale of Vergo Coating SRL and Vergo Galva NV in Belgium.

What is Atkore’s full-year 2026 outlook after these results?

Atkore expects fiscal 2026 net sales of $2.90–$2.95 billion, reflecting recent divestitures. It maintained guidance for adjusted EBITDA of $340–$360 million and adjusted net income per diluted share of $5.05–$5.55, supported by anticipated mid-single-digit volume growth.

What dividend did Atkore (ATKR) declare in connection with Q2 2026?

Atkore’s board approved a quarterly dividend of $0.33 per share of common stock on April 30, 2026. The dividend is payable May 29, 2026 to stockholders of record as of May 19, 2026, continuing the company’s cash return to shareholders despite a GAAP net loss.

How leveraged is Atkore following the Q2 2026 settlement charge?

As of March 27, 2026, Atkore reported total debt of $760.6 million and cash of $442.3 million, resulting in net debt of $318.3 million. With trailing twelve-month adjusted EBITDA of $321.0 million, net debt to adjusted EBITDA stood at roughly 1.0 times.

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