What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-11-26 compared with 2024-11-21 · 301 added, 176 removed, 901 unchanged (35% of the section changed)

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Critical Audit Matters

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill - Refer to Notes 1 and 12 to the financial statements

Critical Audit Matter Description

As discussed in Note 1 and 12 to the financial statements, the Company's evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value.

Company engaged an independent valuation specialist to assist in the Company's determination of the estimated fair values for each reporting unit.

This determination includes estimating the fair value of each reporting unit using the income approach, guideline public company method, and comparable transaction method.

The income approach requires management to estimate internally forecasted future cash flows, and to discount the cash flows using a weighted average cost of capital (discount rate) for each reporting unit.

The guideline public company method is determined for each reporting unit by applying market multiples for comparable public companies to the reporting unit’s financial results.

The comparable transaction method utilizes exchange prices in actual transactions and on asking prices for controlling interests in public or private companies to apply multiples to the reporting unit’s financial results.

For the year ended September 30, 2025, the Company recorded impairment charges of $18.9 million related to the goodwill of the Mechanical Reporting Unit in the consolidated statement of operations and consolidated balance sheet.

We identified the valuation of goodwill within the Mechanical, Conduit & Fittings and EMEA reporting units (the "Reporting Unit(s)") as a critical audit matter because of the significant judgments made by management to estimate the respective fair values of the Reporting Units.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management's estimates and assumptions related to the selection of the weighted average cost of capital and forecasts of revenue growth and earnings before interest, taxes, depreciation, and amortization ("EBITDA").

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company's forecasts of revenue growth and EBITDA and the selection of the weighted average cost of capital for each Reporting Unit included the following, among others:

• We tested the effectiveness of management’s internal controls over the goodwill impairment evaluations, including those over the forecasts of revenue growth and EBITDA, and over the selection of the weighted average cost of capital for each of the Reporting Units.

• We evaluated the reasonableness of management’s forecasts of revenue growth and EBITDA by:

o Comparing the forecasts to historical financial results, third-party economic research, and industry performance;

o Performing sensitivity analysis for the forecasts and weighted average cost of capital utilized;

o Comparing the forecasts to internal communications to management and the Board of Directors;

o Evaluating the impact of changes in the business environment on management’s forecasts;

o Conducting inquiries with management;

o Evaluating whether the forecasts were consistent with evidence obtained in other areas of the audit.

• With the assistance of fair value specialists, we evaluated management’s selection of the weighted average cost of capital for the Reporting Units by:

o Testing the inputs underlying the determination of the weighted average cost of capital and testing the mathematical accuracy of the calculations;

o Developing a range of independent estimates and comparing those to the weighted average cost of capital selected by management.

Impairment of HDPE Asset Group — Refer to Notes 1, 12 and 14 to the financial statements

Critical Audit Matter Description

As discussed in Note 1, 12 and 14 to the financial statements, due to updates of cash flow projections in the second quarter of 2025, the Company concluded that an impairment existed for certain long-lived assets related to its HDPE pipe and conduit products, including definite-lived intangible assets, fixed assets, and right-of-use (“ROU”) assets associated with certain operating leases (collectively, the “HDPE Asset Group”).

Subsequently, on September 29, 2025, the Company announced a potential sale of the

HDPE business.

Due to this announced potential sale, the Company determined there was an additional indicator of further impairment of the HDPE Asset Group.

Consequently, in the second quarter of 2025 and again in the fourth quarter of 2025, the Company engaged an independent valuation specialist to assist with performing a discounted cash flow valuation analysis of the HDPE Asset Group which required management to estimate future cash flows expected to be generated and determine an appropriate weighted average cost of capital for the purposes of discounting the future cash flows.

In the second quarter of 2025, the Company recognized a $127.7 million impairment on the HDPE Asset Group in the consolidated statement of operations, equaling the excess of the HDPE Asset Group’s carrying amount of $251.0 million over its estimated fair value of $123.2 million.

In the fourth quarter of 2025, the Company recognized an additional $64.8 million impairment of the HDPE Asset Group in the consolidated statement of operations, equaling the excess of the HDPE Asset Group’s carrying amount of $117.5 million over its estimated fair value of $50.7 million.

We identified the Company’s impairment assessments as a critical audit matter because of the significant judgments made to determine the fair values of the HDPE Asset Group.

This required a high degree of auditor judgment, and an increased extent of effort, including the need to involve our valuation specialists, when performing audit procedures to evaluate the reasonableness of management's estimates and assumptions related to the selection of the weighted average cost of capital, and forecasts of revenue growth and of earnings before interest, taxes, depreciation, and amortization ("EBITDA").

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company's forecasts of revenue growth and EBITDA and the selection of the weighted average cost of capital used in the impairment analysis included the following, among others:

• We tested the effectiveness of management’s internal controls over the impairment analysis, including those related to forecasts of revenue growth and EBITDA, and over the selection of the weighted average cost of capital

• We evaluated the reasonableness of the forecasts of projected forecasts of revenue growth and EBITDA by:

o Comparing forecasts to historical financial results;

o Performing sensitivity analysis for the forecasts and weighted average cost of capital utilized;

o Testing supporting evidence by obtaining and inspecting relevant documentation such as contracts, and third-party economic research;

o Evaluating the impact of changes in the business environment on the forecasts and;

o Conducting inquiries with management.

• With the assistance of fair value specialists, we evaluated management’s selection of the weighted average cost of capital by:

o Testing the inputs underlying the determination of the weighted average cost of capital and testing the mathematical accuracy of the calculations;

o Developing a range of independent estimates and comparing those to the weighted average cost of capital selected by management.

/s/ DELOITTE & TOUCHE LLP

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Intangible asset amortization 13 41,924 55,511 57,804

Asset impairment charges 13 214,386 — —

Operating income 23,173 624,784 893,491

Interest expense, net 33,269 35,584 35,232

Other (income) and expense, net 6 1,963 7,969 ( 490 )

Income before income taxes 587,237 850,290 1,203,620

Income tax expense 7 114,365 160,391 290,186

Net income $ 472,872 $ 689,899 $ 913,434

Net income per share

Loss on extinguishment of debt 14 795 — —

Other expense, net 7 7,699 1,963 7,969

(Loss) Income before income taxes ( 18,590 ) 587,237 850,290

Income tax (benefit) expense 8 ( 3,415 ) 114,365 160,391

Net (loss) income $ ( 15,175 ) $ 472,872 $ 689,899

Net (loss) income per share

Basic 9 $ ( 0.45 ) $ 12.83 $ 17.51

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(in thousands) Note September 30, 2025 September 30, 2024 September 30, 2023

Net income $ 472,872 $ 689,899 $ 913,434

Net (loss) income $ ( 15,175 ) $ 472,872 $ 689,899

Other comprehensive (loss) income, net of tax:

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Change in unrecognized income related to pension benefit plans ( 6 ) 393 5,994

Total other comprehensive (loss) income 9 14,846 16,206 ( 21,420 )

Comprehensive income $ 487,718 $ 706,105 $ 892,014

Total other comprehensive income 10 1,106 14,846 16,206

Comprehensive (loss) income $ ( 14,069 ) $ 487,718 $ 706,105

See Notes to Consolidated Financial Statements

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Current Liabilities:

Short-term debt and current maturities of long-term debt 14 $ 3,730 $ —

Accounts payable 241,246 262,201

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Operating activities

Net income $ 472,872 $ 689,899 $ 913,434

Net (loss) income $ ( 15,175 ) $ 472,872 $ 689,899

Adjustments to reconcile net income to net cash provided by operating activities

Asset impairment charges 214,386 — —

Depreciation and amortization 124,533 121,018 115,524

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Deferred income taxes 8 ( 48,038 ) 3,369 12,860

Loss on extinguishment of debt 14 795 — —

Provision for losses on accounts receivable and inventory 2,140 5,096 5,269

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Amortization of right-of-use assets 2 35,309 30,194 20,321

Loss on sale of business 4 6,243 — —

Other adjustments to net income ( 473 ) ( 1,076 ) 7,481

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Accrued and other liabilities 29,534 ( 23,134 ) 9,800

Lease assets and liabilities ( 31,715 ) ( 25,557 ) ( 19,976 )

Other, net ( 6,316 ) 5,319 ( 2,157 )

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Proceeds from sale of properties, plant and equipment 12,766 1,561 123

Proceeds from insurance claims 1,770 — —

Proceeds from sale of a business 4 7,021 — —

Acquisitions of businesses, net of cash acquired 3 — ( 6,036 ) ( 83,385 )

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Repurchase of common stock ( 100,026 ) ( 381,040 ) ( 491,033 )

Payments for debt financing costs and fees 14 ( 7,193 ) — —

Finance lease payments ( 2,814 ) ( 1,957 ) ( 1,320 )

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Increase (decrease) in cash and cash equivalents 155,314 ( 36,729 ) ( 637 )

Fiscal year ended

(in thousands) Note September 30, 2025 September 30, 2024 September 30, 2023

Cash and cash equivalents at beginning of period 351,385 388,114 388,751

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Capital expenditures, not yet paid 1,685 12,848 7,893

Fiscal year ended

(in thousands) Note September 30, 2024 September 30, 2023 September 30, 2022

Acquisitions of businesses, not yet paid — — 13,625

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See Notes to Consolidated Financial Statements

Certain prior year amounts have been reclassified to conform to current year presentation.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

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Net income — — — — 689,899 — 689,899

Other comprehensive income (loss) — — — — — ( 21,420 ) ( 21,420 )

Other comprehensive income — — — — — 16,206 16,206

Stock-based compensation — — — 21,101 — — 21,101

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Repurchase of common stock ( 4,322 ) ( 43 ) — — ( 494,399 ) — ( 494,442 )

Retirement of Treasure Stock — — 2,580 — ( 2,580 ) — —

Balance as of September 30, 2023 37,317 375 — 506,783 994,901 ( 33,940 ) 1,468,119

Net income — — — — 472,872 — 472,872

Other comprehensive income (loss) — — — — — 16,206 16,206

Other comprehensive income — — — — — 14,846 14,846

Stock-based compensation — — — 20,300 — — 20,300

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Repurchase of common stock ( 2,945 ) ( 29 ) — — ( 383,922 ) — ( 383,951 )

Retirement of Treasury Stock — — 2,580 — ( 2,580 ) — —

Dividends Paid to Shareholders — — — — ( 34,461 ) — ( 34,461 )

Balance as of September 30, 2024 34,858 350 — 509,254 1,049,390 ( 19,094 ) 1,539,900

Net income — — — — ( 15,175 ) — ( 15,175 )

Other comprehensive income (loss) — — — — — 14,846 14,846

Other comprehensive income — — — — — 1,106 1,106

Stock-based compensation — — — 23,561 — — 23,561

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Pursuant to such contractual arrangements, if the tax credits will be transferred to the customer, the Company identifies two separate performance obligations:

(1) transfer the promised goods;

(1) transfer of the promised goods;

and (2) transfer of the defined portion of the tax credits earned.

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The Company records its obligations related to these items within the Customer Liabilities line on the balance sheet.

To the extent that the Company receives cash payments for performance obligations that have not yet been met, the Company records these amounts as deferred revenue within the Customer Liabilities line on the balance sheet.

The Company has elected to utilize certain practical expedients available under GAAP.

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The practical expedient not to disclose information about remaining performance obligations has also been elected as these obligations have an original duration of one year or less.

The Company does not evaluate whether the selling price includes a financing interest component for contracts that are less than a year.

The Company does not evaluate whether the

selling price includes a financing interest component for contracts that are less than a year.

The Company also expenses costs incurred to obtain a contract, primarily sales commissions, as all obligations will be settled in less than one year.

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Cost of Sales — The Company includes all costs directly related to the production of goods for sale in cost of sales in the statement of operations.

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.

Selling, General and Administrative Expenses — These amounts primarily include payroll-related expenses for both administrative and selling personnel, compensation expense from stock-based awards, restructuring-related charges, third-party professional services and transactional gains or losses for foreign currency transactions, excluding the foreign exchange exposure for intercompany loan transactions, which is included in Other (income) and expense, net.

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

Cash and Cash Equivalents — The Company considers all highly liquid investments with a maturity of three months or less, when purchased, to be cash equivalents.

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The Company does not plan to sell or market its internal use computer software to third parties.

Business Combinations — The Company accounts for business combinations using the acquisition method of accounting, which requires that once control is obtained, all the assets acquired and liabilities assumed, including amounts attributable to noncontrolling interests, are recorded at their respective fair values at the date of acquisition.

respective fair values at the date of acquisition.

The determination of fair values of identifiable assets and liabilities requires estimates and the use of valuation techniques when market value is not readily available.

For intangible assets acquired in a business combination, the Company typically use the

income method.

For intangible assets acquired in a business combination, the Company typically use the income method.

Significant estimates in valuing certain intangible assets include, but are not limited to, the amount and timing of future cash flows, growth rates, discount rates and useful lives.

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

The Company did not have a triggering event during fiscal 2024, 2023 and 2022.

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 .

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

Goodwill and Indefinite-Lived Intangible Asset Impairments — The Company assesses the recoverability of goodwill and indefinite-lived trade names on an annual basis in accordance with Accounting Standards Codification (“ASC”) 350 “Intangibles - Goodwill and Other.” The measurement date is the first day of the fourth fiscal quarter, or more frequently, if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit or the respective indefinite-lived trade name is less than the carrying value.

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Fair value under the guideline public company method is determined for each reporting unit by applying market multiples for comparable public companies to the reporting unit’s financial results.

Fair value under the comparable transaction method is determined based on exchange prices in actual transactions and on asking prices for controlling interests in public or private companies currently offered for sale by applying market multiples for comparable public companies to the unit’s financial results.

Fair value under the comparable transaction method is determined based on exchange prices in actual transactions and on asking prices for controlling interests in public or private

companies currently offered for sale by applying market multiples for comparable public companies to the unit’s financial results.

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.

As a result of the Company’s plans to exit its operations in Russia and expectation to sell the related business at a loss, the Company recognized a goodwill impairment of $ 1,721 in fiscal 2023 that was allocated from the reporting unit on a relative fair value basis.

With the exception of the impairment recorded to the expected sale of the Russia operations, the Company did no t record any other goodwill impairments in fiscal 2024, 2023, and 2022.

As a result of annual goodwill impairment testing performed in fiscal 2025, it was determined that the goodwill of the Mechanical reporting unit was impaired as the reporting unit’s book value exceeded its fair value.

The Company recorded a goodwill impairment on the Mechanical reporting unit of $ 18,885 .

See Note 13, “Goodwill and Intangible Assets.” The Company did no t record any goodwill impairments in fiscal 2024.

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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Income Taxes and Uncertain Tax Positions — The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements.

Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates in effect for the year it is expected the differences will reverse.

Under this method, deferred tax assets and liabilities are determined based on the

differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates in effect for the year it is expected the differences will reverse.

The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period of the enactment date.

The Company periodically assesses the realizability of the deferred tax assets.

In making this determination management considers all available evidence, both positive and negative, including

earnings history, expectations of future taxable income and available tax planning strategies.

In making this determination management considers all available evidence, both positive and negative, including earnings history, expectations of future taxable income and available tax planning strategies.

A valuation allowance is recorded to reduce the Company’s deferred tax assets to the amount that is considered more likely than not to be realized.

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See Note 8, “Income Taxes.”

On December 22, 2017, “H.R.1,” also known as the Tax Cuts and Jobs Act (“TCJA”) was signed into law.

As part of the enactment of TCJA, the Company recorded a global intangible low-taxed income (“GILTI”) provision for the first time beginning in fiscal 2019.

The GILTI provision of TCJA requires certain income earned by controlled foreign corporations (“CFCs”) to be included currently in the gross income of the CFCs controlling U.S.

In accordance with accounting standards applicable to income taxes, there is allowed an accounting policy choice of either (1) treating taxes due on U.S.

inclusions in taxable income related to GILTI as a current period expense when incurred (the “period cost method”) or (2) factoring such amounts into the Company’s measurement of its deferred taxes (the “deferred method”).

The Company has elected the period method.

On August 16, 2022, the IRA was enacted into law.

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Improvements to Reportable Segment Disclosures The ASU requires companies to provide additional segment disclosures including disclosing title and position of the chief operating decision maker (“CODM”), disclosure of significant segment expenses provided to and reviewed by the CODM, and that public entities provide all annual disclosures about a reportable segment’s profit or loss and assets required by Topic 280 in interim periods.

The Company will adopt the standard in fiscal 2025 and include the disclosures required by the ASU within the Segment Footnote of the annual report and quarterly reports beginning in fiscal 2026.

The Company adopted the standard in fiscal 2025, including the required ASU disclosures in the Segment Information Footnote of the fiscal 2025 annual report, and will begin providing these disclosures in quarterly reports starting in fiscal 2026 2025

2023-09 Income Taxes (Topic 740);

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The Company will adopt the standard in fiscal 2026 and include the disclosures required by the ASU within the Income Tax Footnote of the annual report.

2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) The ASU requires companies to disclose, in the notes to the financial statements, specified information about certain costs and expenses.

The amendments in this update do not change or remove current expense disclosure requirements presented on the face of the income statement.

However, the amendments require the disaggregation of certain expense captions into specified categories in the notes to financial statements and inclusion of certain current disclosures in the same tabular format as the other disaggregation requirements in the amendments.

The Company will adopt the standard in fiscal 2028 and include the disclosures required by the ASU within the annual report and quarterly reports beginning in fiscal 2029.

2025-06 Intangibles-Goodwill and Other-Internal-Use Software (Topic 350-40);

Targeted Improvements to the Accounting for Internal-Use Software This ASU requires companies to consider project stages in determining whether a software development cost for internal-use software is capitalized or expensed.

The amendment requires an entity to start capitalizing software costs when management has both authorized and committed to funding the software project and when it is probably that the project will be completed and the software will be used to perform the intended function.

Additionally, disclosures are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements in accordance with Subtopic 360-10, Property, Plant, and Equipment-Overall.

The Company is still evaluating the future impact of this accounting standard.

The Company engages in leasing transactions to meet the needs of the business.

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Therefore, the Company's significant assumption and judgments in determining the discount rate include determining the incremental borrowing rate.

The Company’s incremental borrowing rates are based on the term of the

lease, the economic environment of the lease and the effect of collateralization.

The Company’s incremental borrowing rates are based on the term of the lease, the economic environment of the lease and the effect of collateralization.

The valuation of the ROU asset also includes lease payments made in advance of the lease commencement date and initial direct costs incurred to secure the lease and is reduced for lease incentives.

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The following table summarizes lease costs by type of cost for the fiscal year ended September 30, 2025, and the fiscal year ended September 30, 2024.

In the consolidated statements of operations, cost of sales and selling, general and administrative expenses included lease costs of $ 30,113 and $ 9,151 for the fiscal year ended September 30, 2024 and $ 20,054 and $ 7,215 for the fiscal year ended September 30, 2023.

In the consolidated statements of operations, cost of sales and selling, general and administrative expenses included lease costs of $ 39,726 and $ 6,453 , respectively, for the fiscal year ended September 30, 2025 and $ 30,113 and $ 9,151 , respectively, for the fiscal year ended September 30, 2024.

Fiscal year ended

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Finance leases 6.0 % 6.0 %

From time to time, the Company enters into strategic acquisitions in an effort to better service existing customers and to attain new customers.

No acquisition activity occurred during the fiscal year ended September 30, 2025.

During the fiscal year ended September 30, 2024, the Company paid out $ 6,036 of accrued purchase price primarily related to the fiscal 2022 acquisition of Cascade Poly Pipe & Conduit and Northwest Polymers, LLC (“Northwest Polymers”), a post-industrial and post-commercial plastic recycler based in Molalla and Aurora, Oregon.

No other acquisition activity occurred during fiscal 2024.

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Due to the immaterial nature of this acquisition, the Company did not include the pro forma results of operations for this acquisition for the current period or the previous interim period.

On August 31, 2022, Atkore International Inc., and Atkore HDPE, LLC, wholly-owned subsidiaries of the Company, acquired the outstanding stock of two separate, but related, companies doing business as Cascade Poly Pipe & Conduit (“Cascade”) and Northwest Polymers, for a total purchase price of $ 62,100 , of which $ 52,738 was paid at closing and an additional purchase price payable of $ 9,362 was accrued.

Cascade is a manufacturer specializing in smooth wall HDPE conduit made from recycled materials, primarily serving the telecommunications, utility and datacom markets.

Northwest Polymers is a leading recycler of PVC, HDPE and other plastics and a strategic supply partner to Cascade and other manufacturers.

The Company finalized the purchase price allocation of these companies in the third quarter of fiscal 2023.

On June 22, 2022, Atkore International Inc., a wholly-owned subsidiary of the Company acquired all of the outstanding stock of United Poly Systems, LLC (“United Poly”), for a purchase price of $ 227,420 .

United Poly is a manufacturer of high density polyethylene (“HDPE”) pressure pipe and conduit, primarily serving the telecommunications, water infrastructure, renewables and energy markets.

The Company finalized the purchase price allocation of United Poly in the third quarter of fiscal 2023.

On May 19, 2022, Allied Tube and Conduit Corporation, wholly-owned subsidiary of the Company acquired the assets of Talon Products, LLC (“Talon”), for a purchase price of $ 4,193 .

Included in Talon’s purchase price is a purchase price payable of $ 402 .

Talon is a manufacturer of non-metallic, injection molded cable cleats, primarily serving the power distribution markets.

The Company finalized the purchase price allocation of Talon in the fourth quarter of fiscal 2022.

On December 21, 2021, Atkore HDPE, LLC and Allied Tube and Conduit Corporation, wholly-owned subsidiaries of the Company, acquired the assets of Four Star Industries LLC (“Four Star”), for a purchase price of $ 23,195 .

Four Star is a manufacturer of HDPE conduit, primarily serving the telecommunications, utility, infrastructure and datacom markets.

The Company finalized the purchase price allocation of Four Star in the third quarter of fiscal 2022.

On December 20, 2021, Columbia-MBF Inc., a wholly-owned subsidiary of the Company acquired all of the outstanding stock of Sasco Tubes & Roll Forming Inc.

(“Sasco”), for a purchase price of $ 16,184 , of which $ 13,320 was paid at closing and an additional purchase price payable of $ 2,864 was accrued.

Sasco is a Canadian manufacturer of metal framing and related products serving the electrical, mechanical, construction and solar industries.

The Company finalized the purchase price allocation of Sasco in the third quarter of fiscal 2022.

The acquisitions in fiscal 2022 were funded using cash-on-hand.

The Company incurred approximately $ 3,424 in acquisition-related expenses for these acquisitions, which were recorded as a component of selling, general and administrative expenses.

The purchase price was allocated to tangible and intangible assets acquired and liabilities assumed, based on their fair values.

The following table summarizes the Level 3 fair values assigned to the net assets acquired and liabilities assumed as of the acquisition date for fiscal 2022:

(in thousands) United Poly Other Total

Fair value of consideration transferred:

Cash consideration $ 227,420 $ 93,044 $ 320,464

Purchase price payable — 12,628 12,628

Working Capital Adjustment — 668 668

Total consideration transferred $ 227,420 $ 106,340 $ 333,760

Fair value of assets acquired and liabilities assumed:

Cash 11,514 126 11,640

Accounts receivable 23,679 9,291 32,970

Inventories 13,455 8,111 21,566

Intangible assets 128,840 54,330 183,170

Fixed assets 13,648 8,533 22,181

Accounts payable ( 11,940 ) ( 5,086 ) ( 17,026 )

Income taxes ( 15,542 ) ( 2,075 ) ( 17,617 )

Other ( 2,751 ) 245 ( 2,506 )

Net assets acquired 160,903 73,475 234,378

Excess purchase price attributed to goodwill acquired $ 66,517 $ 32,865 $ 99,382

The Company estimates $ 31.1 million of the goodwill recognized by the fiscal 2022 acquisitions is deductible for tax purposes, $ 11.7 million that relates to United Poly and $ 19.4 million that relates to Cascade and Northwest Polymer.

The Company estimates Goodwill recognized from the acquisitions in fiscal 2022 consists largely of the synergies and economies of scale from integrating this company with existing businesses.

The following table summarizes the fair value of intangible assets as of the acquisition date:

United Poly Other

(in thousands) Fair Value Weighted Average Useful Life (Years) Fair Value Weighted Average Useful Life (Years)

Customer relationships $ 111,700 11 $ 50,020 9

Other 17,140 8 4,310 8

Total intangible assets $ 128,840 $ 54,330

The following table presents unaudited pro forma results of operations for the Company and all companies acquired in fiscal 2022 as if those acquisitions had occurred on October 1, 2020.

The results presented below are for the fiscal years ended:

Fiscal year ended

(in thousands) September 30, 2022 September 30, 2021

Pro forma net sales $ 4,060,993 $ 3,048,378

Pro forma net income 920,022 584,754

The pro forma condensed financial information is presented for illustrative purposes only and does not indicate the actual financial results of the Company if the closing of the acquisitions in the current year had been completed on October 1, 2020, nor is it indicative of the results of operations in future periods.

Included in the unaudited pro forma financial information for the years ended September 30, 2022 and September 30, 2021 were pro forma adjustments to reflect the results of operations of the acquisitions in the current year as though those acquisitions were completed as of October 1, 2020, as well as the impact of amortizing certain acquisition accounting adjustments such as amortizable intangible assets.

The pro forma financial information neither indicates the impact of possible business model changes nor considers any potential impact of current market conditions, expense efficiencies or other factors.

Net sales and net income of the acquired companies are included in the consolidated statement of operations for the year ended September 30, 2022 for the post-acquisition period.

On February 10, 2025, the Company sold Northwest Polymers.

The transaction was structured as a stock sale.

(in thousands)

Cash considerations $ 7,021

Net assets divested 13,264

Loss on sale of business $ ( 6,243 )

Net assets divested included intangibles, net of $ 7,692 , fixed assets, net of $ 2,063 , working capital of $ 2,352 , right-of-use assets and liabilities of $ 3,521 and $ 3,120 , respectively, and allocated goodwill of $ 755 .

As part of the sale, the Company recognized an additional tax expense of $ 4,389 , which included disallowed loss on the transaction of $ 1,378 and the write-off of related deferred tax assets of $ 3,011 .

POSTRETIREMENT BENEFITS

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For all periods presented, all defined pension benefit plans are frozen, whereby participants no longer accrue credited service.

The expected return on plan assets is determined using the fair value of plan assets.

The net periodic cost for the periods presented was as follows:

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Interest cost 5,264

Actuarial loss ( 4,882 )

Actuarial gain 8,979

Benefits and administrative expenses paid ( 6,384 )

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Interest cost 4,556

Actuarial gain 8,979

Actuarial loss ( 3,432 )

Benefits and administrative expenses paid ( 6,559 )

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September 30, 2025 September 30, 2024 September 30, 2023

Expected dividend yield (a) n/a — % — %

Expected volatility n/a 51 % 49 %

Range of risk-free interest rates n/a 3.92 % 1.40 %

Range of expected option lives n/a 6 years 6 years

(a) No options were issued in Fiscal 2024.

Expected dividend yield (a) n/a n/a — %

Expected volatility n/a n/a 51 %

Range of risk-free interest rates n/a n/a 3.92 %

Range of expected option lives n/a n/a 6 years

(a) No options were issued in fiscal 2024 and fiscal 2025.

On November 17, 2023, the Company announced that quarterly dividends will be paid on the Company’s common stock starting in fiscal 2024.

No stock options were granted in fiscal 2024.

For grants during fiscal years ended 2023 and 2022, the expected volatility is based on the Company’s stock price volatility.

No stock options were granted in fiscal 2025 and 2024.

For grants during fiscal years ended 2023, the expected volatility is based on the Company’s stock price volatility.

The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of the grant for periods corresponding with the expected life of the options.

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Forfeited ( 30 ) 115.57

Dividends 1 118.89

Nonvested as of September 30, 2024 240 $ 117.81

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On November 17, 2023, the company announced that quarterly dividends will be paid on the Company’s common stock starting in fiscal 2024.

No dividends were paid in fiscal 2023 or 2022.

No dividends were paid in fiscal 2023.

For grants during fiscal year ended 2025, 2024 and 2023, the expected volatility is based on the Company’s stock price volatility.

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Vested ( 269 ) 31.39

Added by Dividends 1 126.08

Adjustment for achieved performance upon issuance 117 31.02

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As of September 30, 2025, there was $ 3,363 of total unrecognized compensation expense related to non-vested PSUs granted, expected to be recognized over a weighted-average period of approximately 1.35 years.

OTHER (INCOME) AND EXPENSE, NET

Other (income) and expense, net consisted of the following:

OTHER EXPENSE, NET

Other expense, net consisted of the following:

Fiscal Year Ended

(in thousands) September 30, 2025 September 30, 2024 September 30, 2023

Undesignated foreign currency derivative instruments $ — $ — $ ( 4,379 )

Loss on sale of business $ 6,243 $ — $ —

Foreign exchange loss (gain) on intercompany loans 1,021 132 ( 88 )

Pension-related expense (benefit) 1,098 579 ( 1,803 )

Pension-related expense 178 1,098 579

Loss on assets held for sale 257 733 7,477

Other — 1 350

Other (income) and expense, net $ 1,963 $ 7,969 $ ( 490 )

In fiscal 2023, the Company initiated plans to exit operations in Russian and expects to sell the related business at a loss.

The Company recognized an impairments of $ 733 and $ 7,477 on assets related to the Company’s operations in Russia for the years ended September 30, 2024 and September 30, 2023, respectively.

Other expense, net $ 7,699 $ 1,963 $ 7,969

In fiscal 2023, the Company initiated plans to exit operations in Russia and expects to sell the related business at a loss.

In fiscal 2025, the Company sold Northwest Polymers and recognized a $ 6,243 loss on sale of business.

Significant components of income before income taxes and income tax expense for the fiscal years ended September 30, 2025, September 30, 2024 and September 30, 2023 consisted of the following:

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Non-U.S 24,224 41,411 32,437

Income before income taxes $ 587,237 $ 850,290 $ 1,203,620

(Loss) Income before income taxes $ ( 18,590 ) $ 587,237 $ 850,290

Income tax expense:

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Stock-based compensation ( 5 ) % ( 2 ) % ( 1 ) %

Foreign rate differential ( 8 ) % — % — %

Disallowed loss on sale of business ( 23 ) % — % — %

Solar tax credits — % — % ( 5 ) %

General business credits 5 % — % — %

Nondeductible executive compensation ( 11 ) % 1 % — %

Nondeductible goodwill ( 16 ) % — % — %

Pillar 2 Income Taxes ( 1 ) % — % — %

Foreign-derived intangible income 1 % — % — %

Non-deductible meals & entertainment ( 2 ) % — % — %

Changes in valuation allowances 1 % — % — %

Changes in reserves for uncertain tax positions ( 7 ) % — % — %

Nontaxable solar tax credits 66 % ( 3 ) % — %

Return to provision ( 2 ) % — % — %

Other ( 2 ) % — % 1 %

Effective income tax rate 18 % 19 % 19 %

The Company’s effective tax rate for fiscal 2024 differs from the statutory rate primarily due to state income taxes of $ 12,805 offset by the tax benefit of nontaxable solar manufacturing credits of $ 18,972 and the excess tax benefit from share-based compensation of $ 13,773 .

The Company’s effective tax rate for fiscal 2025 differs from the statutory rate primarily due to disallowed tax loss on the sale of Northwest Polymers Inc.

of $ 4,219 and disallowed goodwill impairment of $ 3,001 offset by the tax benefit of nontaxable solar manufacturing credits of $ 12,258 .

The Company’s effective tax rate for fiscal 2023 differs from the statutory rate primarily due to state income taxes of $ 21,630 , and solar tax credits of $ 39,493 .

The Company’s effective tax rate for fiscal 2022 differs from the statutory rate primarily due to state income taxes of $ 39,759 , and limitations on executive compensation of $ 6,996 partially offset by $ 11,438 , of excess tax benefit from share-based compensation.

Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes.

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Balance as of September 30, 2025 $ 4,517

During fiscal 2025, the balance of unrecognized tax benefits increased by $ 1,332 as a result of federal and various state jurisdictions’ uncertain positions, partially offset by a decrease of $ 182 as a result of expiration of statute of limitations.

The related accrued penalties and interest for uncertain tax positions increased by $ 132 .

During fiscal 2024, the balance of unrecognized tax benefits increased by $ 1,370 as a result of federal and various state jurisdictions’ uncertain positions, partially offset by a decrease of $ 585 as a result of completing tax audits.

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The related accrued penalties and interest for uncertain tax positions increased by $ 158 .

During fiscal 2022, the balance of unrecognized tax benefits decreased by $ 3,012 as a result of completing state tax audits and the expiration of the statute of limitations in various state jurisdictions, partially offset by an increase of $ 664 , primarily related to various state jurisdictions’ uncertain tax positions.

The related accrued penalties and interest for uncertain tax positions decreased by $ 183 .

Many of the Company’s uncertain tax positions relate to tax years that remain subject to audit by the taxing authorities.

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Based on the current status of its income tax audits, the Company believes that it is reasonably possible that there would be no material changes to the unrecognized tax benefits in the next twelve months.

Other Income Tax Matters — Prior to the passage of the TCJA, foreign undistributed earnings were generally subject to U.S.

taxation when repatriated.

The TCJA imposed a one-time transition tax on previously untaxed accumulated earnings of foreign subsidiaries.

The Company has accumulated earnings and profits deficit, therefore did not record an additional tax liability for the transition tax.

The TCJA adopts a new quasi-territorial tax regime that eliminates U.S income taxes on dividends from foreign subsidiaries.

The Company may still be liable for foreign taxes, such as withholding taxes, if earnings are repatriated.

For the fiscal year ended September 30, 2024, the Company recorded no additional liability for United States or non-U.S income taxes on the undistributed income of subsidiaries for unrecognized deferred

tax liabilities for temporary differences related to basis differences in investments in subsidiaries, as such income is expected to be indefinitely reinvested, the investments are essentially permanent in duration, or the Company has concluded that no additional tax liability will arise as a result of the distribution of such income.

Other Income Tax Matters —

As of September 30, 2025, certain subsidiaries had approximately $ 182,176 of undistributed income that the Company intends to permanently reinvest.

The Company recorded no additional liability for United States or non-U.S income taxes on the undistributed earnings.

A liability could arise if the Company's intention to permanently reinvest such income were to change and amounts are distributed by such subsidiaries or if such subsidiaries are ultimately disposed of.

It is not practicable to estimate the additional income taxes related to permanently reinvested income or the basis differences related to investments in subsidiaries.

It is not practicable to estimate the

additional income taxes related to permanently reinvested income or the basis differences related to investments in subsidiaries.

The calculation of the Company's tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across its global operations.

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(in thousands, except per share data) September 30, 2025 September 30, 2024 September 30, 2023

Net income $ 472,872 $ 689,899 $ 913,434

Net (loss) income $ ( 15,175 ) $ 472,872 $ 689,899

Undistributed earnings allocated to participating securities — 6,135 10,637

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Balance as of September 30, 2023 $ ( 10,801 ) $ ( 23,139 ) $ ( 33,940 )

Other comprehensive (loss) income before reclassifications 5,493 10,212 15,705

Other comprehensive income before reclassifications 193 14,453 14,646

Amounts reclassified from accumulated other comprehensive loss 200 — 200

Net current period other comprehensive (loss) income 5,994 10,212 16,206

Net current period other comprehensive income 393 14,453 14,846

Balance as of September 30, 2024 $ ( 10,408 ) $ ( 8,686 ) $ ( 19,094 )

Other comprehensive income (loss) before reclassifications 193 14,453 14,646

Other comprehensive income before reclassifications ( 162 ) 1,112 950

Amounts reclassified from accumulated other comprehensive loss 156 — 156

Net current period other comprehensive income (loss) 393 14,453 14,846

Net current period other comprehensive income ( 6 ) 1,112 1,106

Balance as of September 30, 2025 $ ( 10,414 ) $ ( 7,574 ) $ ( 17,988 )

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Inventories, net $ 484,845 $ 524,695

Total inventories would be $ 14,425 lower and $ 29,826 higher than reported as of September 30, 2024 and September 30, 2023, respectively, if the first-in, first-out method was used for all inventories.

During the years ended September 30, 2024 and September 30, 2023, inventory quantities in specific pools were lower at the end of the period than the quantities at the beginning of the period.

Total inventories would be $ 8,995 higher and $ 14,425 lower than reported as of September 30, 2025 and September 30, 2024, respectively, if the first-in, first-out method was used for all inventories.

During the years ended September 30, 2025 and September 30, 2024, inventory quantities in specific pools were

lower at the end of the period than the quantities at the beginning of the period.

This reduction resulted in a liquidation of LIFO inventory quantities carried at net lower costs prevailing in the respective prior years as compared with the cost of respective current year purchases.

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Depreciation expense for fiscal years ended September 30, 2025, September 30, 2024 and September 30, 2023 was $ 82,609 , $ 65,507 and $ 57,720 , respectively.

During fiscal 2025, the Company recorded two non-cash impairment charges totaling $ 59,596 related to certain long-lived assets related to its HDPE pipe and conduit products, primarily fixed assets and definite-lived intangible assets.

Impairment charges of $ 2,918 were recorded to buildings and related improvements, $ 32,463 were recorded to construction in progress, $ 1,548 was recorded to leasehold improvements and $ 22,667 was recorded to machinery and equipment.

Refer to Note 14 “Fair Value Measurements” for further discussion of the Company’s impairment review.

No impairment was recorded during the fiscal year ended September 30, 2024.

As a result of the asset impairment charges, the book basis of the HDPE fixed assets was adjusted to the new fair value.

This resulted in the elimination of previously accumulated depreciation of $ 14,965 , as well as an equivalent reduction in gross fixed assets.

GOODWILL AND INTANGIBLE ASSETS

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Balance as of September 30, 2023 $ 258,427 $ 52,679 $ 311,106

Goodwill acquired during year 18,669 14 18,683

Impairment ( 1,721 ) — ( 1,721 )

Other purchase accounting adjustments 1,989 — 1,989

Exchange rate effects 2,857 37 2,894

Balance as of September 30, 2024 $ 261,284 $ 52,716 $ 314,000

Impairment — ( 18,885 ) ( 18,885 )

Divestiture ( 755 ) — ( 755 )

Exchange rate effects 314 ( 189 ) 125

Balance as of September 30, 2025 $ 260,843 $ 33,642 $ 294,485

Goodwill balances include $ 5,645 and $ 43,000 of accumulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively, as of September 30, 2024 and September 30, 2023.

In fiscal 2023, the Company recognized an impairment of goodwill that was allocated from the reporting unit on a relative fair value basis of $ 1,721 r elated to its plans to exit operations in Russia.

No additional goodwill impairments were recognized in fiscal 2024.

Goodwill balances incl ude $ 5,645 and $ 61,885 of acc umulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively, as of September 30, 2025.

As a result of the sale of Northwest Polymers, the Company recognized divested allocated goodwill of $ 755 and, as a result of the Company’s annual goodwill testing, it was determined that the goodwill of the Mechanical reporting unit was impaired as the reporting unit’s book value exceeded its fair value.

The Company recorded a goodwill impairment on the Mechanical reporting unit of $ 18,885 .

No goodwill impairments were recognized in fiscal 2024.

Intangible Assets — The following table provides the gross carrying value, accumulated amortization, and net carrying value for each major class of intangible assets:

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Total $ 519,756 $ ( 358,998 ) $ 160,758 $ 737,098 $ ( 396,667 ) $ 340,431

During fiscal 2025, the Company recorded non-cash impairment charges totaling $ 129,907 , primarily related to customer relationships.

Refer to Note 14, “Fair Value Measurements” for further discussion of the Company’s impairment review.

As a result of the asset impairment charges, the book basis of the HDPE intangible assets was adjusted to the new fair value.

This resulted in the elimination of previously accumulated amortization of $ 77,927 , as well as an equivalent reduction in gross intangibles.

Other intangible assets consist of definite-lived trade names, technology, non-compete agreements and backlogs.

Included in the table above are the effects of changes in exchange rates, which were not material for the fiscal year ended September 30, 2025.

Amortization expense for the fiscal years ended September 30, 2025, September 30, 2024 and September 30, 2023 was $ 41,924 , $ 55,511 and $ 57,804 , respectively.

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Actual amounts of amortization may differ from estimated amounts due to additional intangible asset acquisitions, changes in estimated useful lives, impairment of intangible assets, and other events.

As a result of the HDPE impairments described in Note 15, “Fair Value Measurements”, the estimated remaining weighted average useful life for the HDPE business’s customer relationships intangibles has been reduced from 7 years to 3 years.

Debt as of September 30, 2025 and September 30, 2024 was as follows:

(in thousands) September 30, 2025 September 30, 2024

New Senior Secured Term Loan Facility due May 26, 2028 $ 371,952 $ 371,667

New Senior Secured Term Loan Facility due September 29, 2032 $ 370,628 $ 371,952

Senior Notes Due June 1, 2031 400,000 400,000

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Deferred financing costs ( 10,096 ) ( 7,114 )

Total debt $ 760,532 $ 764,838

Current portion 3,730 —

Long-term debt $ 756,802 $ 764,838

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The New Senior Secured Term Loan Facility will mature on May 26, 2028.

On September 29, 2025, the Company entered into a new $ 373 million senior secured term loan facility (the “ New Senior Secured Term Loan Facility ”) pursuant to an amendment to its existing Term Loan Credit Agreement (the “ Amendment ”).

The New Senior Secured Term Loan Facility will mature on the earlier of (i) September 29, 2032 and (ii) the date that is 91 days prior to the maturity of the Company’s existing senior notes due June 1, 2031 if more than $ 100 million of such senior notes remains outstanding as of such date.

Borrowings under the New Senior Secured Term Loan Facility will bear interest at the rate of either (x) Term SOFR (with a floor of 0 %) plus 2.00 %, or (y) an alternate base rate (with a floor of 1.5 %) plus 1.00 %.

The New Senior Secured Term Loan Facility has an annual amortization rate of 1.00 %.

The Company recognized a loss on extinguishment of debt related to the refinancing of the New Senior Secured Term Loan Facility of $ 795 .

On May 26, 2021, the Company entered into an amendment to the ABL Credit Facility.

The amendment (i) extends the maturity of the facility to the earlier of five years from entering into the amendment or 91 days prior to the maturity date of the New Senior Secured Term Loan Facility if at least $ 100 million of obligations remain outstanding under the New Senior Secured Term Loan Facility on such date (ii) decreases the interest rate margins applicable to loans under the facility to (a) in the case of United States dollar-denominated loans, either (x) LIBOR plus an applicable margin ranging from 1.25 % to 1.75 %, or (y) an alternate base rate plus an applicable margin ranging from 0.25 % to 0.75 % or (b) in the case of Canadian dollar-denominated loans, either (x) the bankers acceptance rate plus an applicable margin ranging from 1.25 % to 1.75 % or (y) a Canadian prime rate plus an applicable margin ranging from 0.25 % to 0.75 %.

(iii) decreases the fee payable with respect to unutilized availability under the facility from 0.375 % to 0.30 %, depending on the remaining availability under the ABL Credit Facility the rate may decrease to 0.25 % and (iv) made certain other changes agreed with the lenders under the ABL Credit Facility.

(iii) decreases the fee payable with respect to unutilized availability under the facility from 0.375 % to 0.30 %, depending on the remaining availability under the ABL Credit Facility the rate may decrease to 0.25 % and (iv) makes certain other changes agreed with the lenders under the ABL Credit Facility.

Further, on March 24, 2023, the Company entered into an amendment to the Amended ABL Credit Facility to implement a forward-looking interest rate based on SOFR in lieu of LIBOR, consisting of an applicable margin ranging from 1.25 % to 1.75 % and a credit spread adjustment of 0.10 %.

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AII's availability under the ABL Credit Facility was $ 325,000 and $ 325,000 as of September 30, 2025 and September 30, 2024, respectively.

Availability under the ABL Credit Facility is subject to a borrowing base equal to the sum of 85 % of eligible accounts receivable plus the lesser of (i) 80 % of eligible inventory of each borrower and guarantor, valued at the lower of cost and fair market value and (ii) 85 % of the net orderly liquidation

value of eligible inventory, subject to certain limitations.

There were no borrowings outstanding under the ABL Credit Facility as of September 30, 2025 and September 30, 2024, respectively.

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The fair value gains and losses are included in other income, net within the consolidated statements of operations.

See Note 6, “Other (Income) and Expense, net” for further detail.

See Note 7, “Other Expense, net” for further detail.

The Company had no active forward currency contracts or other derivative instruments as of September 30, 2025 or September 30, 2024, with the last such contract having expired in the third quarter of fiscal 2022.

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(in thousands) Carrying Value Fair Value Carrying Value Fair Value

New Senior Secured Term Loan Facility due May 26, 2028 $ 373,000 $ 373,000 $ 373,000 $ 372,068

New Senior Secured Term Loan Facility due September 29, 2032 $ 373,000 $ 371,135 $ 373,000 $ 373,000

Senior Notes due June 2031 400,000 373,164 400,000 364,456

2 unchanged sentences

The carrying value of the ABL Credit Facility approximates fair value due to it being market-linked variable rate debt.

Impairment Charge Related to HDPE Assets

During the second quarter of fiscal 2025, the Company recorded non-cash impairment charges of $ 127,733 against the long-lived assets of the HDPE business, primarily the fixed assets, right-of-use assets and definite-lived intangibles.

This was the result of the identification of indicators of impairment related to the Company’s HDPE business.

The indicators of impairment were triggered by the emergence in the second quarter of competing technology for federal stimulus funding, an acceleration of constraints on public spending, and adverse market-related conditions during the second quarter, which include delays in the deployment of government stimulus funding for

nationwide broadband infrastructure investments, in combination with the Company’s forward-looking cash flow projections.

The impairments were measured as the amount by which the carrying values of the assets, $ 250,966 , exceeded their estimated fair value, $ 123,233 , determined using the discounted cash flow method and industry-based data where available.

This measurement resulted in the impairment value of $ 127,733 .

The assets of the HDPE business are a part of the Electrical segment.

Of the $ 127,733 impairment value, $ 92,397 was recorded in definite lived intangible assets, $ 31,766 was recorded in fixed assets and $ 3,570 was recorded in right-of-use assets on the Company’s condensed consolidated statements of operations.

During the fourth quarter of fiscal 2025, the Company recorded an additional non-cash impairment charge of $ 66,717 against the long-lived assets of the HDPE business.

On September 29, 2025, the Company announced a potential sale of the HDPE business.

While the HDPE business did not meet the criteria to be recognized as held-for-sale at September 30, 2025, the announcement was identified as an indicator of impairment.

The Company used the discounted cash flow method to estimate the fair value of the asset group as $ 50,800 , which was below the carrying value of the assets.

Of the $ 66,717 impairment recorded in the fourth quarter, $ 37,510 was recorded in definite lived intangible assets, $ 27,829 was recorded in fixed assets and $ 1,378 was recorded in right-of-use assets on the Company’s condensed consolidated statements of operations.

COMMITMENTS AND CONTINGENCIES

The Company has obligations related to commitments to purchase certain goods.

As of September 30, 2024, such obligations were $ 103,168 for fiscal 2025, $ 2,200 for fiscal 2026 and $ 8,800 thereafter.

As of September 30, 2025, such obligations were $ 110.9 million for fiscal 2026, $ 4.1 million for fiscal 2027 and $ 12.8 million thereafter.

These amounts represent open purchase orders for materials used in production.

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When Special Products Claims arise, JCI has defended and indemnified the Company as required.

At this time, the Company does not expect the outcome of the Special Products Claims proceedings, either individually or in the aggregate, to have a material adverse effect on its business, financial condition, results of operations or cash flows, and the Company believes that its reserves are adequate for all remaining contingencies for Special Products Claims.

In Q4, the Company has been named a defendant in several putative class action lawsuits, consolidated under the caption In re:

As of the date of this filing, no Special Product Claims are currently pending against the Company, as JCI has resolved all claims at their sole cost and expense.

Accordingly, at this time, the Company does not expect the outcome of the Special Products Claims proceedings, either individually or in the aggregate, to have a material adverse effect on its business, financial condition, results of operations or cash flows, and the Company believes that its reserves are adequate for all remaining contingencies for Special Products Claims and other product liabilities.

In the fourth quarter of fiscal 2024, the Company was named a defendant in several putative class action lawsuits, consolidated under the caption In re:

PVC Pipe Antitrust Litigation (N.D.

24-cv-07639), seeking injunctive and monetary relief on behalf of both direct and indirect purchasers of PVC water pipe and PVC conduit.

The suits generally allege anticompetitive conduct related the price of PVC pipes sold in the United States between approximately 2021 and the present.

Specifically, the complaints allege that the defendant PVC pipe manufacturers improperly shared otherwise confidential information through their contribution of information to, and readership of, a weekly report called “PVC & Pipe Weekly” published by defendant Oil Price Information Service, LLC (“OPIS”), as well as through direct communications with each other.

The complaints claim that this conspiracy violated Section 1 of the Sherman Act and certain state laws.

24-cv-07639),

seeking injunctive and monetary relief on behalf of both direct and indirect purchasers of PVC water pipe and PVC conduit.

The suits generally allege anticompetitive conduct related to the price of PVC pipes sold in the United States between approximately 2021 and the present.

The complaints claim that this conspiracy violated Section 1 of the Sherman Antitrust Act of 1890, as amended, and certain state laws.

All cases are pending in federal court for the Northern District of Illinois.

The Company believes there are defenses, both factual and legal, to the allegations in these various proceedings and the Company plans to vigorously defend itself.

As these proceedings are in the early stages, it is not possible for the Company to predict any outcome or estimate the amount of loss, if any, which could be associated with any adverse decision.

While the Company does not believe that any of these proceedings will have a material adverse effect on its financial condition, the Company cannot give assurance that the proceedings will not have a material effect on its results of operations.

The Company believes there are defenses, both factual and legal, to the claims in these various proceedings and the Company plans to vigorously defend itself.

A settlement between OPIS and plaintiffs was preliminarily approved in July 2025, obligating OPIS to pay certain monies and to cooperate with plaintiffs.

Amended complaints were filed in August 2025 that included additional allegations against the defendants, including the Company.

Defendants have filed motions to dismiss the amended complaints, and briefing on these motions will be complete early in 2026.

At this stage of the antitrust litigation, the Company cannot reasonably estimate the range of possible loss or the timing, outcome or consequence of this litigation.

The total cost associated with these matters will depend on many factors, including the duration of these matters and any related findings.

An adverse outcome in this litigation could have a material adverse impact on the Company’s business, financial position, results of operations or cash flows.

In September 2025, the Company was also named a defendant in a lawsuit in British Columbia, Canada with allegations similar to those in the US antitrust lawsuits.

At this time, the Company is not able to predict any outcome or estimate the amount of loss, if any, which could be associated with any adverse decision in this matter.

On February 13, 2025, the Company received from the U.S.

Department of Justice Antitrust Division (DOJ) a grand jury subpoena issued by the U.S.

District Court for the Northern District of California.

The subpoena calls for production of documents relating to the pricing of the Company’s PVC pipe and conduit products.

The Company is complying, and intends to continue to comply, with its obligations under the subpoena.

In October 2025, the DOJ intervened and sought an order, from the court presiding over the putative antitrust class action lawsuits, staying most discovery in these matters for six months.

DOJ’s motion to stay discovery was granted without objection.

In the second quarter of fiscal 2025, the Company and certain of its current and former officers were named as defendants in two putative securities class action lawsuits under the captions Westchester Putnam Counties Heavy & Highway Laborers Local 60 Benefits Fund v.

Ill 1:25-cv-01851) and Coles v.

Ill 1:25-cv-02686).

The complaints assert claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10(b)(5) promulgated thereunder, based on disclosures about the Company’s business, operations, and prospects, which were allegedly false or misleading based on the allegations in the antitrust matters described above.

The complaints seek damages in an unspecified amount on behalf of all shareholders who purchased shares during the class period.

An amended complaint was filed in August 2025, and a further amended Complaint is expected be filed in December 2025.

The Company anticipates filing a motion to dismiss after that filing.

The Company believes there are defenses, both factual and legal, to the allegations in these proceedings, and the Company plans to vigorously defend the cases.

Also in the second quarter of fiscal 2025, a putative shareholder derivative lawsuit was filed naming the Company as the nominal defendant under the caption Blatzer v.

Waltz et al (N.D.

Ill 1:25-cv-02833).

The Company’s directors and certain of its current and former officers are named as defendants.

A second such lawsuit was filed under the caption LR Trust v.

Waltz et al (N.D.

III 1:25-cv-08009).

These complaints assert claims for breach of fiduciary duties, aiding and abetting breach of fiduciary duties, unjust enrichment, waste, and violations of federal securities laws, and in LR Trust, an insider trading claim, based primarily on the same alleged conduct underlying the securities class action lawsuits described above, and seeks damages in an unspecified amount and other relief.

At this stage of the securities or derivative litigation, the Company cannot reasonably estimate the range of possible loss or the timing, outcome or consequence of the securities or derivative proceedings described above.

The total cost associated with these matters will depend on many factors, including the duration of these matters and any related findings.

An adverse outcome in this litigation could have a material adverse impact on the Company’s business, financial position, results of operations or cash flows.

In addition to the matters discussed above, from time to time, the Company is subject to a number of disputes, administrative proceedings and other claims arising out of the ordinary conduct of the Company ’ s business.

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SEGMENT INFORMATION

Atkore operates its business through two operating segments which are also its reportable segments:

Electrical and Safety & Infrastructure.

The Company’s operating segments are organized based on primary market channel and, in most instances, the end use of products.

The Company reviews the results of its operating segments separately for the purposes of making decisions about resource allocation and performance assessment.

The Company evaluates performance on the basis of net sales and Adjusted EBITDA.

The Electrical segment manufactures high quality products used in the construction of electrical power systems including conduit, cable, and installation accessories.

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These solutions are marketed to contractors, original equipment manufacturers and end users.

The Company’s Chief Operating Decision Maker (“CODM”) is the President and Chief Executive Officer.

The CODM uses Adjusted EBITDA to allocate resources predominantly in the annual planning process.

Adjusted EBITDA is used to monitor and evaluate periodic results against budget, forecast and prior period results.

Both segments use Adjusted EBITDA as the primary measure of profit and loss.

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Consolidated operations $ 2,850,378 $ — $ 3,202,053 $ — $ 3,518,761 $ —

Capital Expenditures Total Assets

(in thousands) September 30, 2024 September 30, 2023 September 30, 2022 September 30, 2024 September 30, 2023 September 30, 2022

Electrical $ 92,682 $ 137,485 $ 61,721 $ 1,773,937 $ 1,715,419 $ 1,524,670

Safety & Infrastructure 45,758 69,475 38,280 769,527 753,821 618,331

Unallocated 11,421 11,928 35,775 477,939 465,769 455,995

Consolidated operations $ 149,861 $ 218,888 $ 135,776 $ 3,021,403 $ 2,935,009 $ 2,598,996

Presented below is a reconciliation of operating segment Adjusted EBITDA to Income before income taxes:

The table below presents the reconciliation of net sales from continuing operations to Adjusted EBITDA by segment.

Fiscal Year Ended

September 30, 2025 September 30, 2024 September 30, 2023

(in thousands) Electrical Safety and Infrastructure Electrical Safety and Infrastructure Electrical Safety and Infrastructure

Net Sales $ 1,998,219 $ 853,369 $ 2,354,978 $ 849,077 $ 2,675,074 $ 844,158

Cost of sales ( 1,509,170 ) ( 670,374 ) ( 1,448,980 ) ( 677,224 ) ( 1,503,555 ) ( 676,258 )

Selling, general and administrative expenses ( 204,062 ) ( 102,706 ) ( 220,136 ) ( 104,135 ) ( 209,947 ) ( 84,401 )

Other Segment Items (a) 45,525 28,902 42,479 22,264 43,281 19,732

Adjusted EBITDA $ 330,512 $ 109,191 $ 728,341 $ 89,982 $ 1,004,853 $ 103,231

(a) Other Segment items include intangibles amortization expense, depreciation expense, interest expense, income tax expense, and other adjustments to the measure of profitability as defined above.

Presented below is a reconciliation of operating segment Adjusted EBITDA to (Loss) Income before income taxes:

Fiscal Year Ended

(in thousands) September 30, 2025 September 30, 2024 September 30, 2023

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Interest expense, net ( 33,269 ) ( 35,584 ) ( 35,232 )

Loss on extinguishment of debt ( 795 ) — —

Asset Impairment Charges ( 214,386 ) — —

Stock-based compensation ( 23,561 ) ( 20,300 ) ( 21,101 )

Transaction costs ( 291 ) ( 140 ) ( 968 )

Gain on purchase of business ( 6,243 ) — —

Loss on assets held for sale ( 257 ) ( 733 ) ( 7,477 )

Other (b) ( 1,649 ) ( 6,701 ) ( 11,535 )

Income before income taxes $ 587,237 $ 850,290 $ 1,203,620

(Loss) Income before income taxes $ ( 18,590 ) $ 587,237 $ 850,290

(a) Represents unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, human resources, information technology, business development and communications, as well as certain costs and earnings of employee-related benefits plans, such as stock-based compensation and a portion of self-insured medical costs.

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See Note 12, “Goodwill and Intangible Assets” for additional information), realized or unrealized gain (loss) on foreign currency impacts of intercompany loans, impairment charges, related forward currency derivatives, transaction and restructuring costs.

Capital Expenditures Total Assets

(in thousands) September 30, 2025 September 30, 2024 September 30, 2023 September 30, 2025 September 30, 2024 September 30, 2023

Electrical $ 56,521 $ 92,682 $ 137,485 $ 1,456,834 $ 1,773,937 $ 1,715,419

Safety & Infrastructure 34,084 45,758 69,475 721,156 769,527 753,821

Unallocated (a) 16,503 11,421 11,928 673,932 477,939 465,769

Consolidated operations $ 107,108 $ 149,861 $ 218,888 $ 2,851,922 $ 3,021,403 $ 2,935,009

(a) Unallocated includes corporate assets primarily consisting of cash, corporate prepaids and fixed assets and income tax-based assets

The Company’s long-lived assets and net sales by geography were as follows:

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Net sales $ 2,850,378 $ 3,202,053 $ 3,518,761

(a) Other Electrical products includes International Cable Management, Fiberglass Conduit and Corrosion Resistant Conduit

(b) Other S&I products includes Metal Framing and Fittings, Construction Services, Perimeter Security and Cable Management

(a) Other Electrical products include International Cable Management, Fiberglass Conduit and Corrosion Resistant Conduit.

(b) Other S&I products include Metal Framing and Fittings, Construction Services, Perimeter Security and Cable Management.

Risks and Concentrations

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Collection of trade receivables may be affected by changes in economic or other industry conditions and may, accordingly, impact the Company's overall credit risk.

Although the Company generally does not require collateral, the Company performs ongoing credit evaluations of customers and maintains reserves for potential credit losses.

Although the Company generally does not require collateral, the Company performs ongoing credit evaluations of

customers and maintains reserves for potential credit losses.

As of September 30, 2025, Sonepar USA represented 13 % and CED National represented 12 % of the Company’s accounts receivable, with no significant amounts past due.

As of September 30, 2024, Sonepar USA represented 17 % and CED National represented 11 % of the Company’s accounts receivable, with no significant amounts past due.

For fiscal 2024, one customer, Sonepar USA accounted for more than 10% of sales, for fiscal 2023, one customer, Sonepar USA accounted for more than 10% of sales, for fiscal 2022, no single customer accounted for more than 10% of sales.

For each of fiscal 2025, 2024 and 2023, one customer, Sonepar USA accounted for more than 10 % of sales.

The amounts described above are primarily in the Electrical Segment.

Concentration of Employees — As of September 30, 2025, approximately 20 % of the Company's employees were represented by a union under a collective bargaining agreement.

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As of September 30, 2025, there are approximately 1,105 employees represented by a union.

On July 14, 2020, the Company and the United Steelworkers Union reached agreement on the terms of a new collective bargaining agreement for our largest facility in Harvey, Illinois, which expired

in April 2024.

The Company believes its relationship with its employees is good and negotiations with the union are ongoing notwithstanding the expiration of the agreement.

On July 14, 2020, the Company and the United Steelworkers Union reached agreement on the terms of a new collective bargaining agreement for our largest facility in Harvey, Illinois, which expired in April 2024.

In 2025, the Company reached an agreement with representatives of the United Steelworkers Union for a new 5-year labor contract for our Harvey, Illinois facility.

The new contract is retroactive to April 2024.

SUBSEQUENT EVENTS

On November 18, 2024, the Board of Directors declared a quarterly cash dividend of $ 0.32 per share of common stock payable on December 16, 2024, to stockholders of record on December 6, 2024.

On November 18, 2025, Atkore’s Board of Directors declared a quarterly cash dividend of $ 0.33 per share of common stock payable on December 17, 2025, to stockholders of record on December 5, 2025.

On November 20, 2025, the Company announced it was expanding the scope of its previously announced review of strategic alternatives to include assets outside of its core electrical infrastructure portfolio.

As part of this expanded review, the Company will consider a broader range of alternatives, including, among other things, a potential sale or merger of the whole company.

On November 20, 2025, the Company announced that it has entered into a cooperation agreement (the “Cooperation Agreement”) with Irenic Capital Management LP and certain of its affiliates (collectively, “Irenic”).

Pursuant to the Cooperation Agreement, the Company has agreed to, among other things:

(i) increase the size of the Company’s Board of Directors (the “Board”) by one ( 1 ) director and appoint Franklin S.

(the “New Director”) to the Board to fill the vacancy created by such increase, with an initial term expiring at the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”), (ii) establish a committee of the Board (the “Strategic Review Committee”) consisting of no more than five ( 5 ) directors, including the New Director, to oversee, evaluate and provide advice to the Board regarding its review of strategic alternatives and (iii) on or prior to May 20, 2026, under certain circumstances as described in the Cooperation Agreement, increase the size of the Board by one ( 1 ) director and appoint a new director to be mutually agreed upon by the Board and Irenic, provided that at such time Irenic beneficially owns a “net long position” of, or has aggregate net long economic exposure to, at least 1.5 % of the Company’s then outstanding common stock.

Pursuant to the Cooperation Agreement, the Company has also agreed to nominate the New Director for election to the Board at the 2026 Annual Meeting.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data