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Atkore COO disposes of 80,228 shares in merger

At closing, common shares, RSUs and earned PSUs became cash-payment rights; options were either eligible for cash or canceled without consideration.

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Form Type
4

Rhea-AI Filing Summary

Atkore Inc.’s COO & President, Electrical, John W. Pregenzer reported merger-related acquisitions and dispositions on October 19, 2026. The merger closed with Atkore surviving as a wholly owned subsidiary of Prysmian S.p.A. A total of 18,817 shares underlying unvested performance restricted stock units became earned in connection with the merger.

He also reported the disposition of 80,228 common shares at $95.00 per share; common shares, RSUs and earned PSUs were converted into rights to receive $95.00 per share in cash at closing. Options covering 8,007 shares at a $37.24 exercise price and 12,073 shares at $29.80 were canceled and converted into rights to cash payments based on any excess of $95.00 over the exercise price. Options covering 1,252 shares at $105.94 and 3,083 shares at $101.66 were canceled for no consideration.

Insider Pregenzer John W
Role COO & President, Electrical
Type Security Shares Price Value
Disposition Stock Options (right to buy) F6 8,007 -- --
Disposition Stock Options (right to buy) F6 12,073 -- --
Disposition Stock Options (right to buy) F7 1,252 -- --
Disposition Stock Options (right to buy) F7 3,083 -- --
Grant/Award Common Stock F1, F2 18,816.6689 $0.00 $0.00
Disposition Common Stock F1, F3, F4, F5 80,227.8342 $95.00 $7.62M
Holdings After Transaction: Stock Options (right to buy) — 0 contracts (Direct); Common Stock — 0 shares (Direct)
Footnotes (7)
  1. 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").
  2. 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.
  3. 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").
  4. 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.
  5. 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.
  6. 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.
  7. 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.
Shares underlying earned PSUs 18,817 shares Became earned in connection with the merger on October 19, 2026
Common shares disposed 80,228 shares Reported on October 19, 2026
Merger Consideration $95.00 per share Cash consideration at the merger’s effective time
Options canceled for cash-payment rights 8,007 underlying shares; $37.24 exercise price per share Cash payment based on any excess of merger consideration over exercise price
Options canceled for cash-payment rights 12,073 underlying shares; $29.80 exercise price per share Cash payment based on any excess of merger consideration over exercise price
Options canceled for no consideration 1,252 underlying shares; $105.94 exercise price per share Canceled at the merger’s effective time
Options canceled for no consideration 3,083 underlying shares; $101.66 exercise price per share Canceled at the merger’s effective time
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.
Merger Consideration financial
"converted into the right to receive $95.00 in cash"
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.
Effective Time financial
"At the effective time of the Merger"
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.
exercise price per share financial
"excess, if any, of the Merger Consideration over the exercise price per share"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ATKR shares and awards did John W. Pregenzer report in connection with the merger?

He reported that 18,817 shares underlying unvested performance restricted stock units became earned and reported the disposition of 80,228 common shares at $95.00 per share on October 19, 2026. At closing, common shares, RSUs and earned PSUs were converted into rights to receive $95.00 per share in cash.

How were John W. Pregenzer’s ATKR options treated at closing?

Options covering 8,007 shares at a $37.24 exercise price and 12,073 shares at $29.80 were canceled and converted into rights to cash payments based on any excess of $95.00 over the exercise price. Options covering 1,252 shares at $105.94 and 3,083 shares at $101.66 were canceled for no consideration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Pregenzer John W

(Last)(First)(Middle)
16100 S LATHROP AVENUE

(Street)
HARVEY ILLINOIS 60426

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Atkore Inc. [ ATKR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
COO & President, Electrical
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/19/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock10/19/2026A(1)18,816.6689(2)A$080,227.8342D
Common Stock10/19/2026D(1)80,227.8342D$95(3)(4)(5)0D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (right to buy)$37.2410/19/2026D8,007 (6)11/21/2029Common Stock8,007(6)0D
Stock Options (right to buy)$29.810/19/2026D12,073 (6)11/17/2030Common Stock12,073(6)0D
Stock Options (right to buy)$105.9410/19/2026D1,252 (7)11/16/2031Common Stock1,252(7)0D
Stock Options (right to buy)$101.6610/19/2026D3,083 (7)11/11/2032Common Stock3,083(7)0D
Explanation of Responses:
1. 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").
2. 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.
3. 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").
4. 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.
5. 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.
6. 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.
7. 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.
Remarks:
The foregoing descriptions in the explanatory footnotes are qualified in their entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.
/s/Daniel S. Kelly, Attorney-in-Fact for John W. Pregenzer10/21/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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