Every 8-K that Atkore Inc. (ATKR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ATKR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ATKR filings page.
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.
Atkore Inc. agreed to be acquired by Prysmian S.p.A. in an all-cash merger under which each outstanding Atkore share will be converted into $95.00 in cash, implying an enterprise value of approximately $3.8 billion. The price represents a premium of about 30% to Atkore’s $72.96 closing share price on July 31 2026 and about 57% to the $60.69 closing price on September 29 2025, the last trading day before its initial strategic review. Atkore’s board unanimously approved the merger and will recommend stockholders adopt the merger agreement. Closing requires approval by a majority of outstanding shares, antitrust and other regulatory clearances (including under the Hart‑Scott‑Rodino Act and in Austria, Australia and Canada), and absence of blocking laws or orders. The deal is not subject to Prysmian stockholder approval or a financing condition, and Prysmian has represented it will have sufficient funds. The parties target closing by calendar year end 2026, with an outside date of August 3 2027, extendable twice by three months if only specified regulatory conditions remain.
All Atkore equity awards will be cashed out at closing: in-the-money stock options receive the $95.00 price minus exercise price times underlying shares, while underwater options are canceled; RSUs, PSUs and DSUs are converted into cash equal to $95.00 multiplied by the applicable share count (for PSUs, shares are determined under existing award terms). Until completion, Atkore must operate in the ordinary course and may pay only regular quarterly dividends of up to $0.33 per share. Atkore is generally prohibited from soliciting alternative bids but may engage with a superior competing proposal and, subject to notice and matching rights, may terminate to accept such a deal. In specified circumstances, including entering into or later completing a qualifying alternative transaction, Atkore must pay Prysmian a $115,920,000 Company Termination Fee. If closing conditions are not met, including failure to obtain stockholder approval or required regulatory clearances, the merger can be terminated. Upon completion, Atkore will become a wholly owned subsidiary of Prysmian and its shares will cease trading on the NYSE.
Atkore Inc. has entered into a settlement agreement with the third putative class of end user plaintiffs in the In re PVC Pipe Antitrust Litigation. The company agreed to pay $50 million into a settlement fund, covering end user recovery, plaintiffs’ legal fees, and administration costs, subject to preliminary and final court approval.
If preliminarily approved, the payment will be made about 21 days later and recorded as a non-operating expense in the quarter ending June 26, 2026. Atkore plans to use cash on hand and states the settlement is not expected to have a material adverse effect on its liquidity or leverage metrics. The settlement would release potential antitrust claims related to the allegations, while the company continues to deny any fault or liability and notes that approval is not assured.
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.
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.
Atkore Inc. has agreed to sell its High-Density Polyethylene (HDPE) pipe and conduit business to Infra Pipes, a North American polyethylene pipeline specialist. Under the agreement, Atkore will contribute the HDPE business and capitalize the combined business with approximately $28 million, and will retain a 10% equity stake in the new entity.
Management states that the sale is part of an ongoing strategic review and portfolio management effort, and expects the transaction to be accretive to key financial metrics such as Adjusted EBITDA margins and Return on Invested Capital. The move is intended to sharpen Atkore’s focus on core electrical product offerings, targeted customers, and strategic markets.
Atkore Inc. filed a Form 8-K to share an update on its latest financial performance and investor communications. The company reported that Atkore International Group Inc. issued a press release announcing financial results for its fiscal 2026 first quarter, which ended on December 26, 2025. This press release is furnished as Exhibit 99.1.
The company also furnished an investor slide presentation as Exhibit 99.2, which will be presented to certain investors and may be used in other investor meetings. The Form 8-K clarifies that the information in Items 2.02 and 7.01 and Exhibits 99.1 and 99.2 is being furnished, not filed, under securities laws.
Atkore Inc. reported voting results from its Annual Meeting of Stockholders. Shareholders elected all ten nominated directors to serve until the 2027 annual meeting, with each receiving substantially more votes for than against.
Investors also approved the advisory vote on executive compensation, with 27,868,731 votes for, 607,934 against, and 75,954 abstentions. In addition, stockholders ratified Deloitte & Touche LLP as Atkore’s independent registered public accounting firm for the fiscal year ending September 30, 2026, receiving 30,020,411 votes for, 667,375 against, and 23,788 abstentions.
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.
Atkore Inc. reported that it has entered into a cooperation agreement with investment firm Irenic Capital Management and its affiliates. Under this agreement, Atkore will expand its Board of Directors by one seat and appoint Franklin S. Edmonds, Jr. as a new director, with a term running through the 2026 annual meeting. The company will also form a Strategic Review Committee of up to five directors, including the new director, to oversee the review of strategic alternatives, and may add a further mutually agreed director by May 20, 2026 if Irenic maintains at least a 1.5% net long position in Atkore common stock.
In return, Irenic will withdraw its own director nomination notice for the 2026 meeting and agree to standstill, voting, and mutual non-disparagement provisions during the defined cooperation period, which runs until November 20, 2026 or shortly before the nomination deadline for the 2027 meeting. Atkore also agreed to engage Bruce M. Taten as a special advisor to the Strategic Review Committee. The company issued a press release the same day describing the agreement.
Atkore Inc. (ATKR) filed a Form 8-K to announce that it has released its financial results for the fourth fiscal quarter and full year ended September 30, 2025. The results are described in a press release furnished as Exhibit 99.1.
The company also furnished an investor slide presentation as Exhibit 99.2, which it plans to present to certain investors on November 20, 2025 and may use in other investor meetings. Both the press release and the presentation are furnished under Items 2.02 and 7.01 and are not deemed filed for liability purposes under the Exchange Act.
Atkore Inc. plans to cease manufacturing operations at three facilities to reduce costs, and expects to record pre-tax cash charges between $5 million and $15 million related to the shutdowns. These charges will include employee-related expenses and other cash shutdown costs, with most of the spending anticipated by the end of the second quarter of fiscal 2026.
The company plans to move some production assets to other facilities but may also record non-cash impairment charges on remaining assets at the sites being closed. Atkore states that it cannot yet estimate any potential non-cash impairment amounts and plans to provide those figures in a later SEC filing once they can be determined.
Atkore Inc., through its subsidiary Atkore International, Inc., entered into a new $373 million senior secured term loan facility under an amendment to its existing term loan credit agreement. The loan matures on the earlier of September 29, 2032 or 91 days before the June 1, 2031 maturity of the company’s existing senior notes if more than $100 million of those notes remain outstanding.
Borrowings will bear interest at either Term SOFR, with a 0% floor, plus 2.00%, or an alternate base rate, with a 1.5% floor, plus 1.00%, and will amortize annually at 1%. The facility is guaranteed by Atkore Inc. and key domestic and Canadian subsidiaries and is secured by substantially all of their assets, with first priority over real estate, equipment, intellectual property and equity interests, and second priority over working-capital assets behind the company’s asset-based credit facility.
The agreement includes leverage-based mandatory prepayments from excess cash flow, new debt proceeds and certain asset sale proceeds, along with customary affirmative and negative covenants and events of default. There are no financial maintenance covenants in the new term loan facility.