What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-11-26 compared with 2024-11-21 · 118 added, 96 removed, 361 unchanged (37% of the section changed)

39 unchanged sentences

Our results may be impacted by inventory sales at costs higher or lower than current prices we pay for similar items.

Import tariffs and potential import tariffs have resulted or may result in increased prices for imported goods and raw materials and, in some cases, may result or have resulted in price increases for domestically sourced goods and materials.

Changes in U.S.

trade policy have resulted and could result in additional reactions from U.S.

trading partners, including adopting responsive trade policies making it more difficult or costly for us to export our products or import goods and materials from those countries.

These measures could also result in increased costs for goods imported into the U.S.

or may cause us to adjust our worldwide supply chain.

Either of these could require us to increase prices to our customers which may reduce demand, or, if we are unable to increase prices, result in lowering our margin on products sold.

Working Capital.

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Historically, sales of our products have been higher in the third and fourth quarters of each fiscal year due to favorable weather for construction-related activities.

Recent Acquisitions .

In addition to our organic growth, we have transformed the Company through acquisitions in recent years, allowing us to expand our product offerings with existing and new customers.

In accordance with accounting principles generally accepted in the United States of America (“GAAP”), the results of our acquisitions are reflected in our financial statements from the date of each acquisition forward.

Our acquisition strategy has focused primarily on growing market share by complementing our existing portfolio with synergistic products and expanding into end-markets that we have not previously served.

In total, we have invested $424.6 million in acquisitions since 2022.

We expect to continue to pursue synergistic acquisitions as part of our growth strategy to expand our product offerings.

See Note 3, “Acquisitions” to the accompanying consolidated financial statements included elsewhere in this Annual Report.

Divestitures and restructuring.

On September 29, 2025, we announced our intention to reduce costs through headcount reductions, site closures and strategic divestitures.

As of September 30, 2025, we have accrued $1.3 million of costs related to the aforementioned restructuring activity.

We also recognized a $66.7 million impairment charge related to the potential sale of the HDPE business.

We expect to incur additional restructuring costs in fiscal 2026 and may incur additional losses related to divestiture activity.

Foreign Currencies .

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Emerging Industry Trends .

Pressure from regulators, and expectations from customers, to combat climate change may accelerate the move to more renewable power generation, the electrification of buildings and transportation, and the use of more sustainable methods in construction in our markets.

The rapid market growth for the use of digital technologies may continue to drive the need for more

digital infrastructure such as data centers and the need for advanced warehousing and distribution centers to support e-commerce.

Pressure from regulators, and expectations from customers, to combat climate change may accelerate the move to more renewable power generation, the electrification of

buildings and transportation, and the use of more sustainable methods in construction in our markets.

The rapid market growth for the use of digital technologies may continue to drive the need for more digital infrastructure such as data centers and the need for advanced warehousing and distribution centers to support e-commerce.

Atkore offers products including electrical conduit & fittings, electrical cable & cable management, metal framing and racking structures that are commonly used in the construction of new and renovated buildings, infrastructure, renewable power systems, data centers, warehouses, and to connect electric vehicle charging stations to the electrical grid.

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Cost of sales includes all costs directly related to the production of goods for sale.

These costs include direct material, direct labor, production related overheads, excess and obsolescence costs, lower-of-cost-or-market provisions, freight and distribution costs and the depreciation and amortization of assets directly used in the production of goods for sale.

These costs include direct material, direct labor, production related overheads, excess and obsolescence costs, lower-of-cost-or-market provisions, freight and the depreciation and amortization of assets directly used in the production of goods for sale.

Selling, general and administrative expenses

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Intangible asset amortization 41,924 55,511 (13,587) (24.5) %

Asset impairment charges 214,386 — 214,386 100 %

Operating income 23,173 624,784 (601,611) (96.3) %

Interest expense, net 33,269 35,584 (2,315) (6.5) %

Other (income) and expense, net 1,963 7,969 (6,006) (75.4) %

Loss on extinguishment of debt 795 — 795 100 %

Other expense, net 7,699 1,963 5,736 292.2 %

Income before income taxes (18,590) 587,237 (605,827) (103.2) %

Income tax expense 114,365 160,391 (46,026) (28.7) %

Income tax (benefit) expense (3,415) 114,365 (117,780) (103.0) %

Net income $ (15,175) $ 472,872 $ (488,047) (103.2) %

1 unchanged sentence

Solar energy tax credits 0.5 %

Divestitures (0.3) %

Net sales (11.0) %

Net sales for fiscal 2025 decreased $351.7 million to $2,850.4 million, a decrease of 11.0%, compared to $3,202.1 million for fiscal 2024.

The decrease in net sales is primarily attributed to decreased average selling prices of $406.1 million, and the economic value of solar tax credits to be transferred to certain customers of $38.3 million.

These decreases are partially offset by increased sales volume of $122.6 million across varying product categories within both the Electrical and the Safety & Infrastructure segments.

The decrease in net sales is primarily attributed to decreased average selling prices of $381.8 million and divestitures of $9.3 million.

These decreases are partially offset by increased sales volume of $21.6 million across varying product categories within both the Electrical and the Safety & Infrastructure segments and a decrease in the economic value of solar tax credits to be transferred to certain customers of $15.7 million.

Cost of sales

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Cost of sales 2.4 %

Cost of sales decreased $55.0 million, or 2.5%, to $2,124.2 million for fiscal 2024 compared to $2,179.3 million for fiscal 2023.

The decrease was primarily due to lower input costs of steel, copper and PVC resin of $103.1 million and the benefit of solar tax credits of $84.0 million, partially offset by higher sales volume of $86.5 million and increased freight costs of $34.6 million

Cost of sales increased $50.1 million, or 2.4%, to $2,174.3 million for fiscal 2025, compared to $2,124.2 million for fiscal 2024.

The increase was primarily due to a decrease in the benefit of solar tax credits of $25.6 million, increased freight costs of $19.1 million and higher sales volume of $17.1 million and partially offset by lower input costs of $10.1 million.

Selling, general and administrative

Selling, general and administrative expenses increased $9.3 million, or 2.4%, to $397.5 million for fiscal 2024 compared to $388.2 million for fiscal 2023.

The increase was primarily due to digital initiatives of $10.0 million, increased headcount of $7.5 million, and increased compensation of $3.0 million.

These increases were partially offset by increases in productivity of $6.0 million, lower sales commission expense of $4.1 million, and lower costs of $1.1 million spread across a variety of other spend categories.

Selling, general and administrative expenses decreased $0.9 million, or 0.2%, to $396.6 million for fiscal 2025, compared to $397.5 million for fiscal 2024.

The decrease was primarily due to lower costs of $6.2 million spread across a variety of spend categories and savings from divestitures of $5.0 million, partially offset by increased costs on digital initiatives of $5.8 million, litigation costs of $3.9 million, increased compensation expense, net of productivity initiatives, of $0.6 million.

Intangible asset amortization

Intangible asset amortization expense decreased $13.6 million, or 24.5%, to $41.9 million for fiscal 2025, compared to $55.5 million for fiscal 2024.

The decrease in intangible asset amortization resulted from certain intangibles becoming fully amortized.

The decrease in intangible asset amortization resulted from certain intangibles becoming fully amortized, the divestiture of Northwest Polymers, LLC (“Northwest Polymers”), and the impairment of intangible assets in HDPE in fiscal 2025.

Asset impairment charges

Asset impairment charges increased to $214.4 million for fiscal 2025, compared to no asset impairment charges for fiscal 2024.

The asset impairment charges were primarily related to the impairment of HDPE assets of $194.5 million as described in Note 14, “Fair Value Measurements” and the impairment of goodwill on the Mechanical reporting unit of $18.9 million as described in Note 12, “Goodwill and Intangible Assets.”

Interest expense, net

Interest expense, net, increased $0.4 million, or 1.0% to $35.6 million for fiscal 2024, compared to $35.2 million for fiscal 2023.

The increase is primarily due to increased interest rates on the Company’s New Senior Secured Term Loan Facility.

Other (income) and expense, net

Other (income) and expense, net decreased $6.0 million to expense of $2.0 million for fiscal 2024, compared to expense of $8.0 million for fiscal 2023.

The decrease in expense was primarily due to impairments recognized in fiscal 2023 in connection with the Company’s plans to exit from operations in Russia of $7.5 million.

Income tax expense

Income tax expense decreased $46.0 million to $114.4 million, compared to $160.4 million for fiscal 2023.

The Company's income tax rate increased to 19.5% for fiscal 2024, compared to 18.9% for fiscal 2023.

The decrease in income tax expense is due to lower income before taxes, while the increase in effective tax rate was primarily due the benefit of solar credits being recognized in cost of sales in fiscal 2024 where as the benefit of solar tax credits was recognized in income tax expense in fiscal 2023 as described in the Summary of Significant Accounting Policies in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies.” Additionally, see Note 7, “Income Taxes” to the accompanying consolidated financial statements included elsewhere in this Annual Report.

Interest expense, net decreased $2.3 million, or 6.5% to $33.3 million for fiscal 2025, compared to $35.6 million for fiscal 2024.

The decrease is primarily due to decreased interest rates on the Company’s New Senior Secured Term Loan Facility.

Loss on extinguishment of debt

In fiscal 2025, the Company refinanced its Term Loan Facility, resulting in a loss on extinguishment of debt of $0.8 million as described in Note 13, “Debt.” There were no debt refinancing activities in fiscal 2024.

Other expense, net

Other expense, net increased $5.7 million to $7.7 million for fiscal 2025, compared to $2.0 million for fiscal 2024.

The increase in expense was primarily due to a loss on the sale of Northwest Polymers of $6.2 million in fiscal 2025.

Income tax (benefit) expense

Income tax expense decreased $117.8 million to a benefit of $3.4 million, compared to expense of $114.4 million for fiscal 2024.

The Company's income tax rate decreased to 18.4% for fiscal 2025, compared to 19.5% for fiscal 2024.

The decrease in income tax expense is due to lower income before taxes, while the decrease in effective tax rate was primarily due the non-deductible loss on the disposal of Northwest Polymers and non-deductible goodwill impairment.

Additionally, see Note 8, “Income Taxes” to the accompanying consolidated financial statements included elsewhere in this Annual Report.

Segment results

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Average selling prices (15.1) %

Divestitures (0.5) %

Net sales (15.1) %

Net sales decreased by $356.8 million, or 15.1%, to $1,998.2 million for fiscal 2025, compared to $2,355.0 million for fiscal 2024.

The decrease in net sales is primarily attributed to lower average selling prices of $379.5 million partially offset by increased sales volume of $54.3 million.

The decrease in net sales is primarily attributed to lower average selling prices of $355.1 million and divestitures of $9.3 million, partially offset by increased sales volume of $4.6 million.

Adjusted EBITDA

Adjusted EBITDA decreased $397.8 million, or 54.6%, to $330.5 million for fiscal 2025, compared to $728.3 million for fiscal 2024.

The decrease in Adjusted EBITDA was largely due to lower average selling prices over input costs.

The decrease in Adjusted EBITDA was largely due to lower average selling prices and higher input costs.

Safety & Infrastructure

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Solar energy tax credits 1.8 %

Other (0.2) %

Net sales 0.5 %

Net sales increased $4.3 million, or 0.5%, to $853.4 million for fiscal 2025, compared to $849.1 million for fiscal 2024.

The increase is primarily attributed to higher volumes of $68.3 million partially offset by lower average selling prices of $26.6 million and the economic value of solar tax credits to be transferred to certain customers of $38.3 million.

The increase is primarily attributed to higher sales volumes of $17.0 million and a decrease in the economic value of solar tax credits to be transferred to certain customers of $15.7 million, partially offset by lower average selling prices of $26.7 million.

Adjusted EBITDA

Adjusted EBITDA decreased $13.2 million, or 12.8%, to $90.0 million for fiscal 2024 compared to $103.2 million for fiscal 2023.

The Adjusted EBITDA decrease was primarily due to lower average selling prices versus higher input costs, partially offset by the net benefit of solar tax credits.

Adjusted EBITDA increased $19.2 million, or 21.3%, to $109.2 million for fiscal 2025, compared to $90.0 million for fiscal 2024.

The Adjusted EBITDA increase was primarily due to decreases in input costs outpacing decreases in selling prices.

Fiscal 2024 Compared to Fiscal 2023

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Other (income) and expense, net 1,963 7,969 (6,006) (75.4) %

Income before income taxes 850,290 1,203,620 (353,330) (29.4) %

Income tax expense 160,391 290,186 (129,795) (44.7) %

Net income $ 689,899 $ 913,434 $ (223,535) (24.5) %

(Loss) Income before income taxes 587,237 850,290 (263,053) (30.9) %

Income tax (benefit) expense 114,365 160,391 (46,026) (28.7) %

Net (loss) income $ 472,872 $ 689,899 $ (217,027) (31.5) %

Average selling prices (11.5) %

Acquisitions 4.3 %

Other (1.1) %

Divestitures (1.1) %

Net sales (9.0) %

Net sales for fiscal 2024 decreased $316.7 million to $3,202.1 million, a decrease of 9.0%, compared to $3,518.8 million for fiscal 2023.

The decrease in net sales is primarily attributed to lower average selling prices of $646.6 million, the economic value of solar tax credits to be transferred to certain customers of $30.4 million and the unfavorable impact of foreign exchange rates of $15.1 million.

These decreases are partially offset by increased net sales of $168.9 million from companies acquired during fiscal 2022 and 2023 higher sales volume of $125.1 million across varying product categories within both the Electrical and the Safety & Infrastructure segments.

The decrease in net sales is primarily attributed to decreased average selling prices of $406.1 million and the economic value of solar tax credits to be transferred to certain customers of $38.3 million.

These decreases are partially offset by increased sales volume of $122.6 million across varying product categories within both the Electrical and the Safety & Infrastructure segments.

Cost of sales

Average input costs (4.7) %

Acquisitions 5.8 %

Solar energy tax credits (3.8) %

Freight 1.6 %

Cost of sales (2.5) %

Cost of sales decreased $55.0 million, or 2.5%, to $2,124.2 million for fiscal 2024, compared to $2,179.3 million for fiscal 2023.

The decrease was primarily due to lower input costs of steel, copper and PVC resin of $337.8 million and the impact of foreign exchange rates of $13.0 million partially offset by recent acquisitions during fiscal 2022 and 2023 of $130.3 million and higher sales volume of $107.7 million.

Selling, general and administrative

Selling, general and administrative expenses increased $9.3 million, or 2.4%, to $397.5 million for fiscal 2024, compared to $388.2 million for fiscal 2023.

The increase was primarily due to increased headcount of $16.6 million, digital initiatives of $16.1 million, recent acquisitions in fiscal 2022 and 2023 of $14.6 million, and stock compensation of $3.8 million.

These increases were partially offset by lower variable compensation of $15.4 million, lower sales commission expense of $9.9 million, lower transaction costs of $2.5 million and $5.1 million is spread across a variety of other spend categories.

The increase was primarily due digital initiatives of $10.0 million, increased headcount of $7.5 million, and increased compensation of $3.0 million.

Intangible asset amortization

Intangible asset amortization expense increased $21.6 million, or 59.8%, to $57.8 million for fiscal 2023 compared to $36.2 million for fiscal 2022.

The increase in intangible asset amortization is primarily driven by the acquisition of definite-lived intangible assets through businesses acquired in fiscal 2022 and 2023.

Intangible asset amortization expense decreased $2.3 million, or 4.0%, to $55.5 million for fiscal 2024, compared to $57.8 million for fiscal 2023.

The decrease in intangible asset amortization resulted from certain intangibles becoming fully amortized.

Interest expense, net

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The increase is primarily due to increased interest rates on the Company’s New Senior Secured Term Loan Facility.

Other (income) and expense, net

Other income, net increased $8.5 million to expense of $8.0 million for fiscal 2023, compared to income of $0.5 million for fiscal 2022.

The increase in expense was primarily due to impairments recognized in connection with the Company’s plans to exit from operations in Russia of $7.5 million.

Other expense, net

Other income, net decreased $6.0 million to expense of $2.0 million for fiscal 2024, compared to expense of $8.0 million for fiscal 2023.

The decrease in expense was primarily due to impairments recognized in fiscal 2023 in connection with the Company’s plans to exit from operations in Russia of $7.5 million.

Income tax expense

Income tax expense decreased $46.0 million to $114.4 million for fiscal 2024, compared to $160.4 million for fiscal 2023.

The Company's income tax rate decreased to 18.9% for fiscal 2023, compared to 24.1% for fiscal 2022.

The decrease in income tax expense is due to lower income before taxes and solar tax credits generated during fiscal 2023, while the decrease in effective tax rate was primarily due to solar tax credits generated during fiscal 2023.

See Note 7, “Income Taxes” to the accompanying consolidated financial statements included elsewhere in this Annual Report.

The Company's income tax rate increased to 19.5% for fiscal 2024, compared to 18.9% for fiscal 2023.

The decrease in income tax expense was due to lower income before taxes, while the increase in effective tax rate was primarily due to the benefit of solar credits being recognized in cost of sales in fiscal 2024 whereas the benefit of solar tax credits was recognized in income tax expense in fiscal 2023, as described in the Summary of Significant Accounting Policies in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies.” Additionally, see Note 8, “Income Taxes” to the accompanying consolidated financial statements included elsewhere in this Annual Report.

Segment results

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Adjusted EBITDA Margin 30.9 % 37.6 %

Volume (0.3) %

Average selling prices (14.3) %

Acquisitions 5.3 %

Other (0.5) %

Net sales (12.0) %

Net sales decreased by $320.1 million, or 12.0%, to $2,355.0 million for fiscal 2024, compared to $2,675.1 million for fiscal 2023.

The decrease in net sales is primarily attributed to lower average selling prices of $475.6 million, the unfavorable impact of foreign exchange rates of $14.1 million and decreased sales volume of $9.2 million.

These decreases were partially offset by increased net sales of $159.7 million from companies acquired during fiscal 2022 and 2023.

The decrease in net sales is primarily attributed to lower average selling prices of $379.5 million, partially offset by increased sales volume of $54.3 million.

Adjusted EBITDA

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Adjusted EBITDA Margin 10.6 % 12.2 %

Volume 15.0 %

Average selling prices (3.2) %

Other (2.2) %

Solar energy tax credits (4.7) %

Net sales 0.6 %

Net sales decreased $56.4 million, or 6.3%, to $844.2 million for fiscal 2023 compared to $900.6 million for fiscal 2022.

The decrease is primarily attributed to lower average selling prices of $171.0 million and the economic value of solar tax credits to be transferred to certain customers of $30.4 million partially offset by higher volumes of $134.2 million and increased net sales of $9.2 million from companies acquired during fiscal 2022.

Net sales increased $4.9 million, or 0.6%, to $849.1 million for fiscal 2024, compared to $844.2 million for fiscal 2023.

The increase is primarily attributed to higher sales volumes of $68.3 million partially offset by lower average selling prices of $26.6 million and the economic value of solar tax credits to be transferred to certain customers of $38.3 million.

Adjusted EBITDA

Adjusted EBITDA decreased $13.2 million, or 12.8%, to $90.0 million for fiscal 2024, compared to $103.2 million for fiscal 2023.

The Adjusted EBITDA decrease was primarily due to lower average selling prices and over input costs and the impacts of solar tax credits transferred to certain customers.

The Adjusted EBITDA decrease was primarily due to lower average selling prices versus higher input costs, partially offset by the net benefit of solar tax credits.

Liquidity and Capital Resources

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Those cash balances at foreign subsidiaries may be subject to withholding or local country taxes if the Company's intention to permanently reinvest such income were to change and cash was repatriated to the United States.

Our cash and cash equivalents decreased $36.7 million from September 30, 2023, primarily due to lower cash provided by operating activities and increased dividend payments, partially offset by less cash used in capital expenditures, acquisitions, and share repurchases.

Our cash and cash equivalents increased $155.3 million from September 30, 2024, primarily due to less cash used in capital expenditures and share repurchases partially offset by lower cash provided operating activities.

In general, we require cash to fund working capital investments, acquisitions, capital expenditures, debt repayment, interest payments, taxes, dividends and share repurchases.

We have access to the ABL Credit Facility to fund our operational needs.

As of September 30, 2024, there were no outstanding borrowings under the ABL Credit Facility (there were no standby letters of credit issued under the ABL Credit Facility).

As of September 30, 2025, there were no outstanding borrowings under the ABL Credit Facility (and no standby letters of credit issued under the ABL Credit Facility).

The borrowing base was estimated to be $325.0 million and approximately $325.0 million was available under the ABL Credit Facility as of September 30, 2025.

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Capital expenditures have historically been necessary to expand and update the production capacity and improve the productivity of our manufacturing operations and IT initiatives aimed to facilitate the ease of doing business with Atkore.

In FY24, $149.9 million was spent on equipment, which included both routine capital expenditures and spending on growth initiatives such as Water and Global Megaprojects.

In fiscal 2025, $107.1 million was spent on equipment, which included both routine capital expenditures and spending on growth initiatives such as water pipe and other product categories to support Global Megaprojects.

We have purchase commitments of $110.9 million and $4.1 million for the years 2026 and 2027, which represent purchases of raw materials in the normal course of business for which all significant terms have been confirmed.

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Senior Notes due June 2031 $ — $ — $ — $ 400,000 $ 400,000

New Senior Secured Term Loan Facility Due May 2028 — — 373,000 — 373,000

New Senior Secured Term Loan Facility Due September 2032 3,730 7,460 7,460 354,350 373,000

Interest payments (a) 39,385 75,687 70,061 14,232 199,365

Total $ 43,115 $ 83,147 $ 77,521 $ 768,582 $ 972,365

(a) Interest expense is estimated based on outstanding loan balances assuming principal payments are made according to the payment schedule and interest rates as of September 30, 2024 (4.25% for the Senior Notes, between 5.6% and 7.7% for the New Senior Secured Term Loan Facility).

(a) Interest expense is estimated based on outstanding loan balances assuming principal payments are made according to the payment schedule and interest rates as of September 30, 2025 (4.25% for the Senior Notes, and 5.3% for the New Senior Secured Term Loan Facility).

Our ongoing liquidity needs are expected to be funded by cash on hand, net cash provided by operating activities and, as required, borrowings under the Credit Facilities.

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During fiscal 2025, operating activities provided $402.8 million of cash, compared to $549.0 million during fiscal year 2024.

The decrease in cash provided by operating activities was primarily driven by lower operating income of $268.7 million and tax impacts of $6.5 million, partially offset by less cash used in working capital of $5.2 million and higher depreciation and amortization of $15.4 million.

The decrease in cash provided by operating activities was primarily driven by lower operating income of $601.6 million, partially offset by non-cash asset impairments of $214.4 million, less cash used in working capital of $123.1 million, tax impacts of $105.5 million, higher depreciation and amortization of $8.6 million and a non-cash loss on sale of a business of $6.2 million.

Investing activities

During fiscal 2025, we used $85.6 million of cash for investing activities, compared to $154.3 million during fiscal 2024.

The $147.8 million decrease in cash used by investing activities was primarily driven

by $77.3 million in decreased cash used for acquisitions in fiscal 2024 compared to fiscal 2023 and decreased capital expenditures of $69.0 million.

The $68.8 million decrease in cash used for investing activities was primarily driven by decreased capital expenditures of $42.8 million year over year, $6.0 million in cash used for acquisitions in fiscal 2024 with no corresponding activity in fiscal 2025, proceeds from the sale of property, plant and equipment of $12.8 million in fiscal 2025 and proceeds from sale of a business of $7.0 million in fiscal 2025.

Financing Activities

During fiscal 2025, we used $160.5 million for financing activities, compared to $435.3 million during fiscal 2024.

The decrease in cash used for financing activities during fiscal 2024 was primarily driven by repurchases of shares of $381.0 million in fiscal 2024 as compared to $491.0 million of share repurchases in fiscal 2023, partially offset by dividends paid of $34.5 million in fiscal 2024.

The decrease in cash used for financing activities during fiscal 2025 was primarily driven by decreased share repurchases of $281.0 million and decreased share issuance costs of $11.6 million, partially offset by increased dividends paid of $9.7 million and increased debt financing costs of $7.2 million.

The table below summarizes cash flow information derived from our statements of cash flows for the fiscal years ended September 30, 2024 and September 30, 2023.

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During fiscal 2024, operating activities provided $549.0 million of cash, compared to $807.6 million during fiscal year 2023.

Cash provided by operating activities increased by $20.8 million primarily driven by less cash used in working capital of $105.8 million, tax impacts of $229.3 million and partially offset by lower operating income of $340.3 million.

Investing activities

During fiscal 2024, we used $154.3 million of cash for investing activities, compared to $302.2 million during fiscal 2023.

The $140.7 million decrease in cash used by investing activities was primarily driven by $224.4 million in decreased cash used for acquisitions in fiscal 2022, partially offset by increased capital expenditures of $83.1 million.

The $147.8 million decrease in cash used for investing activities was primarily driven by $77.3 million in decreased cash used for acquisitions in fiscal 2024, compared to fiscal 2023 and decreased capital expenditures of $69.0 million.

Financing Activities

During fiscal 2024, we used $435.3 million for financing activities, compared to $506.8 million during fiscal 2023.

The decrease in cash used for financing activities during fiscal 2023 was primarily driven by repurchases of shares of $491.0 million in fiscal 2023 as compared to $500.2 million of share repurchases in fiscal 2022.

The decrease in cash used for financing activities during fiscal 2024 was primarily driven by repurchases of shares of $381.0 million in fiscal 2024, as compared to $491.0 million of share repurchases in fiscal 2023, partially offset by dividends paid of $34.5 million in fiscal 2024.

Critical Accounting Estimates

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The following discussion is not intended to represent a comprehensive list of our accounting policies.

For a detailed discussion of the application of these and other accounting policies, see Note 1, “Basis of

Presentation and Summary of Significant Accounting Policies” to the accompanying consolidated financial statements included elsewhere in this Annual Report.

For a detailed discussion of the application of these and other accounting policies, see Note 1, “Basis of Presentation and Summary of Significant Accounting Policies” to the accompanying consolidated financial statements included elsewhere in this Annual Report.

Revenue Recognition

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In determining income for financial statement purposes, we must make certain estimates and judgments.

These estimates and judgments affect the calculation of certain tax liabilities and the determination of the recoverability of certain deferred tax assets, which arise from temporary differences between the tax and financial statement recognition of revenue and expense.

These estimates and judgments affect the calculation of certain tax liabilities and the

determination of the recoverability of certain deferred tax assets, which arise from temporary differences between the tax and financial statement recognition of revenue and expense.

Certain deferred tax assets are reviewed for recoverability and valued accordingly, considering available positive and negative evidence, including our past results, estimated future taxable income streams and the impact of tax planning strategies in the applicable tax paying jurisdiction.

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For fiscal 2025, 2024, and 2023 the Company performed a quantitative impairment assessment for goodwill.

The Company calculated the fair value of its six reporting units considering three valuation approaches:

The Company calculated the fair value of its six reporting units considering three valuation

(a) the income approach;

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The key uncertainties in the guideline public company method and the comparable transaction method calculations are the assumptions used in determining the reporting unit's comparable public companies, comparable transactions and the selection of the market multiples.

The Company did not record any goodwill impairments in fiscal 2024 or 2022.

In fiscal 2025, the Company recorded a goodwill impairment on the Mechanical reporting unit of $18.9 million as a result of its annual impairment test.

The Company did not record any goodwill impairments in fiscal 2024.

In 2023, as a result of the Company’s plan to exit operations in Russia and expectation to sell the related business at a loss, the Company recognized a $1.7 million goodwill impairment on the related reporting unit on a relative fair value basis.

Excluding the goodwill impairment on the Company’s Russia business, as of September 30, 2024, the fair values of the reporting units exceeded their respective carrying amount by 10% or more.

A 10% decrease in the discounted cash flows utilized in quantitative impairment assessment for each of the reporting units would not have changed our determination that the fair value of each reporting unit was in excess of its carrying value.

As of September 30, 2025, the fair values of the Conduit & Fittings and EMEA reporting units exceed their respective carrying value.

However, less than significant changes in the valuation assumptions provided by management could have resulted in scenarios where carrying value exceeded calculated fair value and could have resulted in an impairment.

As noted above, ASC 350 also requires that the Company test the indefinite-lived intangible assets for impairment at least annually.

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The Company calculated the fair value of its indefinite-lived intangible assets using the income approach, specifically the relief-from-royalty method.

The relief-from-royalty method is used to estimate the cost savings that accrue to the owner of an

intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset.

The relief-from-royalty method is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset.

Internally forecasted revenues, which the Company believes reasonably approximate market participant assumptions, are multiplied by a royalty rate to arrive at the estimated net after tax cost savings.

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The key uncertainties in these calculations are the assumptions used in determining the revenue associated with each indefinite-lived intangible asset and the royalty rate.

During fiscal year 2024, 2023, and 2022 the results indicated all indefinite-lived intangible assets had significant excess of fair value over the carrying value.

During fiscal 2025, 2024, and 2023 the results indicated all indefinite-lived intangible assets had significant excess of fair value over the carrying value.

A reasonably possible change in the estimated revenues associated with the indefinite-lived intangible assets, selected royalty rates or the residual growth rate would not result in an impairment of any of these assets.

Long-Lived Asset and Finite - Lived Intangible Asset Impairments

The Company reviews long-lived assets, including property, plant and equipment and finite-lived intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable.

The Company groups assets at the lowest level for which cash flows are separately identified in order to measure an impairment.

Recoverability of an asset or asset group is first measured by a comparison of the carrying amount to its estimated undiscounted future cash flows expected to be generated by the asset or asset group.

If the carrying amount exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset or asset group exceeds the estimated fair value.

If impairment is determined to exist, any related impairment loss is calculated based on the estimated fair value.

Impairment losses on assets to be disposed of or held for sale, if any, are based on the estimated proceeds to be received, less costs of disposal.

The Company also considers potential impairment indicators associated with other finite-lived intangible assets, including its customer relationships, patents, and non-compete agreements.

An impairment is recognized if the carrying value of an asset or asset group exceeds the estimated undiscounted future cash flows expected to result from the use of the asset or asset group and its eventual disposition.

The Company's key customers are primarily wholesale and national distributors.

The terms of these relationships are based on purchase orders and are not contractually based.

Customer relationships are amortized on a straight-line basis over their useful lives, ranging from 6 to 14 years.

The Company evaluates the appropriateness of remaining useful lives based on customer attrition rates.

Other intangible assets are amortized on a straight-lined basis over their estimated useful lives, ranging from 1 to 20 years.

During fiscal 2025, the Company identified indicators of impairment on the long-lived assets of the HDPE business, which resulted in non-cash impairment charges of $194,450 and a change in the estimated remaining useful life for the HDPE business’s customer relationship intangibles.

See Note 13, “Goodwill and Intangible Assets” and Note 15, “Fair Value Measurements.” The Company did not have a triggering event in fiscal 2024 and 2023.

We account for inventory valuation for a majority of the Company using the last-in, first-out (“LIFO”) method measured at the lower of cost or market value.

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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 class action litigation;

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Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control.

market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this Annual Report.

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 Annual Report.

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 Annual Report, those results or developments may not be indicative of results or developments in subsequent periods.

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• weakness or another downturn in the United States non-residential construction industry;

• widespread outbreak of diseases;

• changes in prices of raw materials;

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• availability and cost of third-party freight carriers and energy;

• 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;

• high levels of imports of products similar to those manufactured by us;

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• adverse weather conditions;

• 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;

• increased costs relating to future capital and operating expenditures to maintain compliance with environmental, health and safety laws;

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• 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;

• 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;

• 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;

• widespread outbreak of diseases;

• changes in our financial obligations relating to pension plans that we maintain in the United States;

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• loss of a substantial number of our third-party agents or distributors or a dramatic deviation from the amount of sales they generate;

• our inability to introduce new products effectively or implement our innovation strategies;

• safety and labor risks associated with the manufacture and in the testing of our products;

• our ability to protect our intellectual property and other material proprietary rights;

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• changes in foreign laws and legal systems, including as a result of Brexit;

• 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;

• disruptions or impediments to the receipt of sufficient raw materials resulting from various anti-terrorism security measures;

• 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;

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• the incurrence of additional expenses, increase in 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;

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis