Atkore: Daniel S. Kelly disposes of 42,964 shares in merger
Atkore survived the merger as a wholly owned Prysmian subsidiary, while common shares and certain equity awards converted into cash rights.
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Form Type
4
Rhea-AI Filing Summary
Atkore Inc. (ATKR) VP, General Counsel and Sec. Daniel S. Kelly reported a merger-related acquisition of 10,298 shares underlying earned performance restricted stock units and a disposition of 42,964 shares of common stock at $95.00 per share on October 19, 2026. Prysmian S.p.A. became Atkore’s parent, with Atkore surviving as a wholly owned subsidiary. Five option tranches were canceled for cash under the merger terms; two options with exercise prices above $95.00 were canceled for no consideration.
Insider Trade Summary
9 transactions reported
Mixed
9 txns
Insider
Kelly Daniel S
Role
VP, General Counsel and Sec.
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options (right to buy) F6 | 8,484 | -- | -- |
| Disposition | Stock Options (right to buy) F6 | 10,504 | -- | -- |
| Disposition | Stock Options (right to buy) F6 | 13,393 | -- | -- |
| Disposition | Stock Options (right to buy) F6 | 8,897 | -- | -- |
| Disposition | Stock Options (right to buy) F6 | 11,144 | -- | -- |
| Disposition | Stock Options (right to buy) F7 | 3,004 | -- | -- |
| Disposition | Stock Options (right to buy) F7 | 3,584 | -- | -- |
| Grant/Award | Common Stock F1, F2 | 10,298.0334 | $0.00 | $0.00 |
| Disposition | Common Stock F1, F3, F4, F5 | 42,964.4994 | $95.00 | $4.08M |
Holdings After Transaction:
Stock Options (right to buy) — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (7)
- F1. On October 19, 2026 (the "Closing Date"), pursuant to the Agreement and Plan of Merger, dated August 2, 2026 (the "Merger Agreement"), by and among Atkore Inc. ("Atkore" or the "Company"), Prysmian S.p.A., a company organized under the laws of the Republic of Italy ("Buyer"), Trinity Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer ("Merger Sub"), and, solely as provided in certain sections of the Merger Agreement, Prysmian Cables and Systems USA, LLC, a Delaware limited liability company, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Buyer (the "Surviving Corporation").
- F2. Represents the number of shares of Common Stock underlying unvested performance restricted stock units (a "PSU"), that became earned in connection with the Merger (including any amounts accrued for dividend equivalent units), determined in accordance with the terms of each such PSU.
- F3. At the effective time of the Merger (the "Effective Time"), each share of common stock of Atkore, par value $0.01 per share ("Common Stock") issued and outstanding immediately prior to the Effective Time, was (except as otherwise provided in the Merger Agreement) converted into the right to receive $95.00 in cash, without interest (the "Merger Consideration").
- F4. Includes restricted stock units ("RSUs") and any amounts accrued for dividend equivalent units thereon. Under the Merger Agreement, at the Effective Time, each outstanding RSU, whether vested or unvested, was deemed fully vested and canceled and converted into the right to receive a cash payment from the Surviving Corporation equal to the product of (A) the Merger Consideration and (B) the total number of shares of Common Stock underlying such RSU.
- F5. Includes PSUs and any amounts accrued for dividend equivalent units thereon. Under the Merger Agreement, at the Effective Time, each outstanding PSU that became earned in connection with the Merger was canceled and converted into the right to receive a cash payment from the Surviving Corporation equal to the product of (A) the Merger Consideration and (B) the total number of shares of Common Stock underlying such PSU, as determined in accordance with the terms of each such PSU.
- F6. Under the Merger Agreement, at the Effective Time, each outstanding option to purchase shares of Common Stock ("Option") was canceled and converted into the right to receive a cash payment from the Surviving Corporation equal to the product obtained by multiplying (A) the excess, if any, of the Merger Consideration over the exercise price per share of such Option by (B) the total number of shares of Common Stock underlying such Option.
- F7. Under the Merger Agreement, at the Effective Time each outstanding option to purchase shares of Common Stock ("Option") that had an exercise price per share that was greater than or equal to the Merger Consideration was canceled for no consideration.
Key Figures
Performance restricted stock unit shares earned: 10,298 shares
Common stock shares disposed: 42,964 shares
Merger Consideration: $95.00 per share
+2 more
5 metrics
Performance restricted stock unit shares earned
10,298 shares
Underlying unvested units earned in connection with the merger on October 19, 2026.
Common stock shares disposed
42,964 shares
Reported at $95.00 per share in connection with the merger.
Merger Consideration
$95.00 per share
Cash consideration, without interest, for each common share issued and outstanding immediately before the Effective Time, subject to the Merger Agreement.
Options canceled for cash
8,484 shares at $21.45; 10,504 shares at $20.01; 13,393 shares at $17.90; 8,897 shares at $37.24; 11,144 shares at $29.80
Each option was canceled for a cash payment based on any excess of the Merger Consideration over its exercise price, multiplied by underlying shares.
Options canceled for no consideration
3,004 shares at $105.94; 3,584 shares at $101.66
The options had exercise prices greater than or equal to the $95.00 Merger Consideration.
Key Terms
Merger Consideration, performance restricted stock units, dividend equivalent units, Effective Time
4 terms
Merger Consideration financial
"the right to receive $95.00 in cash, without interest"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
performance restricted stock units financial
"shares of Common Stock underlying unvested performance restricted stock units"
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
dividend equivalent units financial
"including any amounts accrued for dividend equivalent units"
Dividend equivalent units are bookkeeping credits that mirror cash dividends paid on actual shares, granted to holders of stock-based awards such as restricted stock units or deferred compensation. They matter to investors because they increase a company’s reported employee compensation cost and can lead to issuance of more shares or cash payouts over time, similar to extra pay linked to ownership that affects shareholder dilution and corporate cash flow.
Effective Time financial
"At the effective time of the Merger (the "Effective Time")"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How were Daniel S. Kelly’s Atkore stock options treated in the merger?
Five option tranches were canceled for cash, calculated from any excess of the $95.00 Merger Consideration over each option’s exercise price, multiplied by the underlying shares. Two options with exercise prices of $105.94 and $101.66 were canceled for no consideration.
AI-generated analysis. How Rhea-AI works. Not financial advice.
