Atkore Inc. 10-K

Item 8. Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Atkore Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Atkore Inc. and subsidiaries (the "Company") as of September 30, 2025 and 2024, the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended September 30, 2025, and the related notes and the schedules listed in the Index at Part IV, Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2025 in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 19, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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. The 56 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; and 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; and 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 57 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; and o Developing a range of independent estimates and comparing those to the weighted average cost of capital selected by management. /s/ DELOITTE & TOUCHE LLP Chicago, Illinois November 25, 2025 We have served as the Company’s auditor since 2011. 58 ATKORE INC. CONSOLIDATED STATEMENTS OF OPERATIONS Fiscal Year Ended (in thousands, except per share data) Note September 30, 2025 September 30, 2024 September 30, 2023 Net sales $ 2,850,378 $ 3,202,053 $ 3,518,761 Cost of sales 2,174,286 2,124,214 2,179,260 Gross profit 676,092 1,077,839 1,339,501 Selling, general and administrative 396,609 397,544 388,206 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 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 Diluted 9 $ ( 0.45 ) $ 12.69 $ 17.27 See Notes to Consolidated Financial Statements 59 ATKORE INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Fiscal Year Ended (in thousands) Note September 30, 2025 September 30, 2024 September 30, 2023 Net (loss) income $ ( 15,175 ) $ 472,872 $ 689,899 Other comprehensive (loss) income, net of tax: Change in foreign currency translation adjustment 1,112 14,453 10,212 Change in unrecognized income related to pension benefit plans ( 6 ) 393 5,994 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 60 ATKORE INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) Note September 30, 2025 September 30, 2024 Assets Current Assets: Cash and cash equivalents $ 506,699 $ 351,385 Accounts receivable, less allowance for current and expected credit losses of $ 5,128 and $ 6,322 , respectively 447,035 489,926 Inventories, net 11 484,845 524,695 Prepaid expenses and other current assets 162,225 158,382 Total current assets 1,600,804 1,524,388 Property, plant and equipment, net 12 594,266 652,093 Intangible assets, net 13 160,758 340,431 Goodwill 13 294,485 314,000 Right-of-use assets, net 2 156,679 180,656 Deferred income taxes 8 35,863 554 Other long-term assets 9,067 9,281 Total Assets $ 2,851,922 $ 3,021,403 Liabilities and Equity Current Liabilities: Short-term debt and current maturities of long-term debt 14 $ 3,730 $ — Accounts payable 241,246 262,201 Income tax payable 720 2,000 Accrued compensation and employee benefits 49,192 44,723 Customer liabilities 1 128,538 108,782 Lease obligations 2 26,995 22,038 Other current liabilities 74,098 71,122 Total current liabilities 524,519 510,866 Long-term debt 14 756,802 764,838 Long-term lease obligations 2 144,293 164,328 Deferred income taxes 8 13,451 26,574 Other long-term liabilities 14,516 14,897 Total Liabilities 1,453,581 1,481,503 Equity: Common stock, $ 0.01 par value, 1,000,000,000 shares authorized, 33,665,258 and 34,859,033 shares issued and outstanding, respectively 338 350 Additional paid-in capital 526,600 509,254 Retained earnings 889,391 1,049,390 Accumulated other comprehensive loss 10 ( 17,988 ) ( 19,094 ) Total Equity 1,398,341 1,539,900 Total Liabilities and Equity $ 2,851,922 $ 3,021,403 See Notes to Consolidated Financial Statements 61 ATKORE INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Fiscal year ended (in thousands) Note September 30, 2025 September 30, 2024 September 30, 2023 Operating activities 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 Amortization of debt issuance costs and original issue discount 2,092 2,151 2,151 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 Stock-based compensation expense 6 23,561 20,300 21,101 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 Changes in operating assets and liabilities, net of effects from acquisitions Accounts receivable 40,233 72,732 ( 30,278 ) Inventories 37,355 ( 31,920 ) ( 42,419 ) Prepaid expenses and other current assets 3,705 ( 18,610 ) ( 11,152 ) Accounts payable ( 8,420 ) ( 37,558 ) 32,298 Income taxes ( 6,987 ) ( 46,163 ) ( 3,088 ) 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 ) Net cash provided by operating activities 402,762 549,033 807,634 Investing activities Capital expenditures ( 107,108 ) ( 149,861 ) ( 218,888 ) 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 ) Net cash used for investing activities ( 85,551 ) ( 154,336 ) ( 302,150 ) Financing activities Issuance of common stock, net of taxes withheld 6 ( 6,214 ) ( 17,824 ) ( 14,428 ) 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 ) Dividends paid to shareholders ( 44,204 ) ( 34,461 ) — Net cash used for financing activities ( 160,451 ) ( 435,282 ) ( 506,781 ) Effects of foreign exchange rate changes on cash and cash equivalents ( 1,446 ) 3,856 661 Increase (decrease) in cash and cash equivalents 155,314 ( 36,729 ) ( 637 ) 62 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 Cash and cash equivalents at end of period $ 506,699 $ 351,385 $ 388,114 Supplementary Cash Flow information Interest paid $ 37,286 $ 47,099 $ 43,670 Income taxes paid, net of refunds ( 5,666 ) 66,369 150,934 Capital expenditures, not yet paid 1,685 12,848 7,893 Acquisitions of businesses, not yet paid — — 13,625 Operating cash flows from cash paid on operating lease liabilities 21,215 18,526 15,155 Operating lease right-of-use assets obtained in exchange for lease liabilities 11,135 73,294 63,644 See Notes to Consolidated Financial Statements Certain prior year amounts have been reclassified to conform to current year presentation. 63 ATKORE INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY For the three year period ended September 30, 2025 Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Equity (in thousands) Shares Amount Amount Balance as of September 30, 2022 41,351 $ 415 $ ( 2,580 ) $ 500,117 $ 801,981 $ ( 50,146 ) $ 1,249,787 Net income — — — — 689,899 — 689,899 Other comprehensive income — — — — — 16,206 16,206 Stock-based compensation — — — 21,101 — — 21,101 Issuance of common stock, net of shares withheld for tax 288 3 — ( 14,435 ) — — ( 14,432 ) 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 — — — — — 14,846 14,846 Stock-based compensation — — — 20,300 — — 20,300 Issuance of common stock, net of shares withheld for tax 486 4 — ( 17,829 ) — — ( 17,825 ) Repurchase of common stock ( 2,945 ) ( 29 ) — — ( 383,922 ) — ( 383,951 ) 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 — — — — — 1,106 1,106 Stock-based compensation — — — 23,561 — — 23,561 Issuance of common stock, net of shares withheld for tax 129 1 — ( 6,215 ) — — ( 6,214 ) Repurchase of common stock ( 1,322 ) ( 13 ) — — ( 100,620 ) — ( 100,633 ) Dividends Paid to Shareholders — — — — ( 44,204 ) — ( 44,204 ) Balance as of September 30, 2025 33,665 $ 338 $ — $ 526,600 $ 889,391 $ ( 17,988 ) $ 1,398,341 See Notes to Consolidated Financial Statements 64 ATKORE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except share and per share data) 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation Organization and Ownership Structure — Atkore Inc. (the “Company” or “Atkore”) is a leading manufacturer of Electrical products primarily for the non-residential construction and renovation markets and Safety & Infrastructure for the construction and industrial markets. The Electrical segment manufactures high quality products used in the construction of electrical power systems including conduit, cable, and installation accessories. The Safety & Infrastructure segment designs and manufactures solutions including metal framing, mechanical pipe, perimeter security, and cable management for the protection and reliability of critical infrastructure. The Company was incorporated in the State of Delaware on November 4, 2010 under the name Atkore International Group Inc. As of September 20, 2022, Atkore was the sole stockholder of Atkore International Holdings Inc. (“AIH”), which in turn was the sole stockholder of Atkore International Inc. (“AII”). On December 28, 2022, AIH merged into AII, with AII being the surviving entity. Accordingly, Atkore is now the sole stockholder of AII. Holders of common stock are entitled to cast one vote for each share held of record on all matters submitted to a vote of the stockholders. Additionally, holders of common stock are entitled to receive, on a pro rata basis, dividends and distributions, if any, that the Company’s board of directors may declare out of legally available funds. Share Repurchase Program — On November 16, 2021, the board of directors approved a share repurchase program, under which the Company may repurchase up to $ 400 million of its outstanding common stock. On April 26, 2022, the board of directors approved an amendment to the aforementioned plan, extending it to a total repurchase of the Company’s outstanding common stock of up to $ 800.0 million. On November 11, 2022, the board of directors approved an amendment to the aforementioned plan, extending it to a total repurchase authorization of the Company’s outstanding stock of $ 1,300 million. As of September 30, 2025, there were no authorized repurchases remaining. On May 2, 2024, the board of directors approved a share repurchase program, under which the Company may repurchase up to $ 500.0 million of its outstanding stock. As of September 30, 2025, $ 328.1 million of repurchases remained available under the plan. Basis of Presentation — The accompanying audited consolidated financial statements of the Company and all of its subsidiaries included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The audited consolidated financial statements include the assets and liabilities used in operating the Company's business. All intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired or disposed of are included in the audited consolidated financial statements from the effective date of acquisition or up to the date of disposal. Fiscal Periods — The Company has a fiscal year that ends on September 30. The Company's fiscal quarters typically end on the last Friday in December, March and June as it follows a 4-5-4 calendar. Use of Estimates — The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclose contingent assets and liabilities at the date of the consolidated financial statements and report the associated amounts of revenues and expenses. Actual results could differ materially from these estimates. 65 Summary of significant accounting policies Revenue Recognition — The Company’s revenue arrangements primarily consist of a single performance obligation to transfer promised goods which is satisfied at a point in time when title, risks and rewards of ownership, and subsequently control have transferred to the customer. This generally occurs when the product is shipped to the customer, with an immaterial amount of transactions in which control transfers upon delivery. The Company primarily offers assurance-type standard warranties that do not represent separate performance obligations. Under the Inflation Reduction Act of 2022 (“IRA”), the Company is eligible for tax credits related to the manufacturing and selling of components used in the solar energy industry. These tax credits are transferable under the IRA when they meet certain criteria. When credits do not meet the transferability criteria, the benefit is recognized within income tax expense in accordance with ASC 740, “Income Taxes.” Beginning in fiscal 2024, the Company has concluded that the credits generated are transferable. As such, the benefit of the solar energy tax credits is recognized as a reduction of cost of sales. The Company has contractual arrangements with certain customers to transfer a portion of the tax credits or to otherwise provide a rebate based on an agreed-upon value of the tax credits generated. Pursuant to such contractual arrangements, if the tax credits will be transferred to the customer, the Company identifies two separate performance obligations: (1) transfer of the promised goods; and (2) transfer of the defined portion of the tax credits earned. The Company allocates the total value of these transactions between the two performance obligations. As a result of this allocation, the Company recognizes a reduction to revenue, similar to a rebate. For arrangements with no transfer of tax credits there is only a single performance obligation to transfer the promised goods and a rebate, which is recognized as a reduction of revenue, is granted based on the agreed-upon value of the tax credits generated. The solar energy tax credit receivable is recorded in Prepaid Expenses and Other Current Assets and the liability to transfer the defined portion of the tax credits or the economic value is recorded in Customer Liabilities. For the year ended September 30, 2025, the Company has recognized a reduction of revenue of $ 52,989 for the economic value of tax credits to be transferred and a benefit to cost of sales of $ 58,369 . As of September 30, 2025, the Company has a liability of $ 12,985 for credits to be transferred or the value thereof. As of September 30, 2025, all activity related to the solar energy tax credits is within the Safety & Infrastructure segment. The Company has certain arrangements that require it to estimate at the time of sale the amounts of variable consideration that should not be recorded as revenue as certain amounts are not expected to be collected from customers, as well as an estimate of the value of products to be returned. The Company principally relies on historical experience, specific customer agreements, and anticipated future trends to estimate these amounts at the time of sale and to reduce the transaction price. These arrangements include sales discounts and allowances, volume rebates, and returned goods. 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. The Company records amounts billed to customers for reimbursement of shipping and handling costs within revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of sales. Sales taxes and other usage-based taxes are excluded from revenue. 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 66 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. The Company typically receives payment 30 to 60 days from the point it has satisfied the related performance obligation. See Note 18, “Segment Information” for revenue disaggregated by geography and product categories. 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 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 expense, net. 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. Accounts Receivable and Allowance for current and expected credit losses — The Company carries its accounts receivable at their face amounts less an allowance for current and expected credit losses. The allowance for current and expected credit losses reflects the best estimate of current and expected losses inherent in the Company’s accounts receivable portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other available evidence. Inventories — Inventories are recorded at the lower of cost (primarily LIFO) or market value. The Company estimates losses for excess and obsolete inventory through an assessment of its net realizable value based on the aging of the inventory and an evaluation of the likelihood of recovering the inventory costs based on anticipated demand and selling price. See Note 11, “Inventories, net.” Property, Plant and Equipment — Property, plant and equipment, net, is recorded at cost less accumulated depreciation. Maintenance and repair expenditures are charged to expense when incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows: Buildings 4 to 40 years Building improvements 3 to 20 years Machinery and equipment 1 to 20 years Leasehold improvements Lesser of remaining term of the lease or useful life Software 2 to 10 years The internal and external costs incurred to develop internal use computer software during the application development stage of the implementation, including the design of the chosen path, are capitalized. Other costs, including expenses incurred during the preliminary project stage, training expenses, data conversion costs and expenses incurred in the post implementation stage are expensed in the period incurred. Capitalized costs are amortized ratably over the useful life of the software when the software becomes operational. Upgrades and enhancements to internal use software are capitalized only if the costs result in additional functionality. 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 67 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. 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. The excess of the purchase price over fair values of identifiable assets and liabilities is recorded as goodwill . 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 . 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. The Company can elect to perform a quantitative or qualitative test of impairment. 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: (a) the income approach; (b) the guideline public company method; and (c) the comparable transaction method. The income approach calculates the fair value of the reporting unit using a discounted cash flow approach. Internally forecasted future cash flows, which the Company believes reasonably approximate market participant assumptions, are discounted using a weighted average cost of capital (Discount Rate) developed for each reporting unit. The Discount Rate is developed using market observable inputs, as well as considering whether or not there is a measure of risk related to the specific reporting unit’s forecasted performance. The key uncertainties in these calculations are the assumptions used in determining the reporting unit’s forecasted future performance, including revenue growth and EBITDA margins, as well as the perceived risk associated with those forecasts. 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 68 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. 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. Under ASC 350, if the carrying value of the indefinite-lived asset is higher than its fair value, then the asset is deemed to be impaired and the impairment charge is estimated as the excess carrying value over the fair value. 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. 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. The royalty rate used in the analysis is based on an analysis of empirical, market-derived royalty rates for guideline intangible assets. The net after tax cost savings are discounted using the Discount Rate. The Discount Rate is developed using market observable inputs, as well as considering whether or not there is a measure of risk related to the specific indefinite lived intangible assets' forecasted performance. 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. The Company did no t record any indefinite-lived asset impairments in fiscal 2025, 2024, and 2023. Fair Value Measurements — Authoritative guidance for fair value measurements establishes a three-level hierarchy that ranks the quality and reliability of information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. In cases where two or more levels of inputs are used to determine fair value, a financial instrument's level is determined based on the lowest level input that is considered significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are summarized as follows: Level 1-inputs are based upon quoted prices (unadjusted) in active markets for identical assets or liabilities which are accessible as of the measurement date. Level 2-inputs are based upon quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations for the asset or liability that are derived principally from or corroborated by market data for which the primary inputs are observable, including forward interest rates, yield curves, credit risk and exchange rates. Level 3-inputs for the valuations are unobservable and are based on management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques such as option pricing models and discounted cash flow models. 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 69 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. 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. Changes in the required valuation allowance are recorded in income in the period such determination is made. Certain tax positions may be considered uncertain requiring an assessment of whether an allowance should be recorded. Provisions for uncertain tax positions provide a recognition threshold based on an estimate of whether it is more likely than not that a position will be sustained upon examination. The Company measures its uncertain tax positions as the largest amount of benefit that is greater than a 50% likelihood of being realized upon examination. Interest and penalties related to unrecognized tax benefits are recorded as a component of income tax expense. See Note 8, “Income Taxes.” On August 16, 2022, the IRA was enacted into law. The IRA contains significant tax law changes, including a corporate alternative minimum tax of 15% on adjusted financial statement income, which took effect on October 1, 2023, a 1% excise tax on stock repurchases after December 31, 2022, and various tax incentives which include, but are not limited to, credits related to the manufacturing and selling of components used in the solar energy industry which took effect on January 1, 2023. These tax credits are transferable under the IRA when they meet certain criteria. When credits do not meet the transferability criteria, the benefit is recognized within income tax expense in accordance with ASC 740 “Income Taxes.” Beginning in fiscal 2024, the Company has concluded that the credits generated are transferable. As such, the benefit of the solar energy tax credits is recognized as a reduction of cost of sales. Leases — Starting in fiscal 2020, as a result of the adoption of ASC 842 “Leases,” the Company recognizes if an arrangement is a lease at the inception of the contract. The Company determines which party has the right to control an asset during the contract term and recognizes a Right of Use (“ROU”) asset and lease obligations based on the present value of the future minimum lease payments over the term of the lease. Refer to Note 2, “Leases” for further discussion of the Company’s accounting policy for leases. Translation of Foreign Currency — For the Company's non-U.S. subsidiaries that report in a functional currency other than United States dollars, assets and liabilities are translated into United States dollars using period end exchange rates. Revenue and expenses are translated at the monthly average exchange rates in effect during the reporting period. Foreign currency translation adjustments are included as a component of accumulated other comprehensive loss within the consolidated statements of comprehensive income. 70 Recent Accounting Pronouncements A summary of recently adopted accounting guidance is as follows. Adoption dates are on the first day of the fiscal year indicated below, unless otherwise specified. ASU Description of ASU Impact to Atkore Adoption Date 2023-07 Segment Reporting (Topic 280); 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 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); Improvements to Income Tax Disclosures The ASU requires companies to provide additional tax disclosures including specific categories in the rate reconciliations and reconciling items that meet a quantitative threshold. Additional disclosures are also required for income tax paid and the disaggregation of domestic and foreign income tax expense. 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. 2026 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. 2028 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. 2029 71 2. LEASES The Company engages in leasing transactions to meet the needs of the business. The Company leases certain manufacturing facilities, warehouses and distribution centers, office space, forklifts, vehicles and other machinery and equipment. The determination to lease, rather than purchase, an asset is primarily contingent upon capital requirements, duration of the forecasted business investment, and asset availability. The Company determines if an arrangement is a lease at inception and all arrangements deemed to be leases are subject to an assessment to determine the classification between finance and operating leases. The Company's significant assumptions and judgments in determining whether a contract is or contains a lease include establishing whether the supplier has the ability to use other assets to fulfill its service or whether the terms of the agreement enable the Company to control the use of a dedicated property, plant and equipment asset during the contract term. In the majority of the Company's contracts where it must identify whether a lease is present, it is readily determinable that the Company controls the use of the assets and obtains substantially all of the economic benefit during the term of the contract. In those contracts where identification is not readily determinable, the Company has determined that the supplier has either the ability to use another asset to provide the service or the terms of the contract give the supplier the rights to operate the asset at its discretion during the term of the contract, in which case the arrangement would not constitute a lease. Right-of-use assets and lease obligations are recognized based on the present value of the future minimum lease payments over the lease term as of the commencement date. The Company’s lease agreements have terms that include both lease and non-lease components. Lease component fees are included in the present value of future minimum lease payments. Conversely, non-lease components are not subject to capitalization and are expensed as incurred. Per ASC 842 “Leases,” the contractual interest rate is used to calculate the present value of the future minimum lease payments. However, the majority of the Company’s leases do not provide an implicit rate. 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 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. The lease terms include options to extend or terminate the lease when it is reasonably certain the Company will exercise the options. Leases with an initial term of 12 months or less are classified as short-term leases and are not recorded on the consolidated balance sheets. The lease expense for short-term leases is recognized on a straight-line basis over the lease term. The Company has certain leasing agreements, related to leased vehicles available to our sales personnel, that contain guaranteed residual value terms, which are not expected to be triggered. The Company’s leasing portfolio does not contain any material restrictive covenants. 72 Leases (in thousands) September 30, 2025 September 30, 2024 Assets Operating lease assets $ 147,061 $ 171,047 Finance lease assets 15,286 15,009 Right-of-use assets, at cost $ 162,347 $ 186,056 Less: accumulated amortization ( 5,668 ) ( 5,400 ) Right-of-use assets, net $ 156,679 $ 180,656 Liabilities Current liabilities: Current portion of operating lease liabilities $ 24,343 $ 19,547 Current portion of finance lease liabilities 2,652 2,491 Current lease obligations $ 26,995 $ 22,038 Noncurrent liabilities: Operating lease liabilities $ 137,133 $ 156,788 Finance lease liabilities 7,160 7,540 Long-term lease obligations $ 144,293 $ 164,328 Total lease obligations $ 171,288 $ 186,366 Lease Cost 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 $ 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 (in thousands) September 30, 2025 September 30, 2024 Amortization of right-of-use assets $ 38,093 $ 32,169 Interest on lease liabilities 612 308 Variable lease costs 2,439 2,914 Short term lease costs 5,035 3,873 Total lease costs $ 46,179 $ 39,264 73 Maturity of Lease Liabilities The Company's maturity analysis of its lease liabilities as of September 30, 2025 is as follows: (in thousands) Financing Leases Operating Leases 2026 $ 2,979 $ 29,941 2027 2,549 32,790 2028 1,939 30,288 2029 1,493 24,857 2030 1,050 22,153 2031 and after 1,498 92,084 Total lease payments $ 11,508 $ 232,113 Less: Interest ( 1,696 ) ( 70,637 ) Present value of lease liabilities $ 9,812 $ 161,476 Lease Term and Discount Rate Fiscal year ended September 30, 2025 September 30, 2024 Weighted-average remaining lease term (years) Operating leases 7.5 8.2 Finance leases 4.4 4.9 Weighted-average discount rate Operating leases 6.5 % 6.4 % Finance leases 6.0 % 6.0 % 3. ACQUISITIONS No acquisition activity occurred during the fiscal year ended September 30, 2025. Fiscal 2024 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. Fiscal 2023 On November 7, 2022, Atkore HDPE, LLC, a wholly-owned subsidiary of the Company, acquired the assets of Elite Polymer Solutions (“Elite”), for a purchase price of $ 90,230 , of which $ 75,981 was paid at closing and an additional purchase price payable of $ 14,000 was accrued, of which $ 500 was paid in fiscal 2023 subsequent to the acquisition date. Elite is a manufacturer of high density polyethylene (“HDPE”) conduit, primarily serving the telecommunications, utility, and transportation markets. As a result of the acquisition, the Company preliminarily recognized $ 18,669 of tax deductible goodwill, $ 68,480 of identifiable intangible assets, of which $ 68,200 relates to customer relationships with an estimated useful life of 8 years, and $ 3,082 of working capital and other net tangible assets. The Company finalized the purchase price allocation of Elite in the fourth quarter of fiscal 2023. 74 The acquisition in fiscal 2023 was funded using cash-on-hand. The Company incurred approximately 968 in acquisition-related expenses for fiscal 2023, which was recorded as a component of selling, general and administrative expenses. Net sales and net income of the above acquisition are included in the condensed consolidated financial statement of operations for the post-acquisition period. 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. 4. DIVESTITURES 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 . 5. POSTRETIREMENT BENEFITS The Company has a number of non-contributory and contributory defined benefit retirement plans covering certain United States employees. Net periodic pension benefit cost is based on periodic actuarial valuations that use the projected unit credit method of calculation and is charged to the statements of operations on a systematic basis over the expected average remaining service lives of current participants. The benefits under the defined benefit plans are based on various factors, such as years of service and compensation. 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: Fiscal Year Ended (in thousands) September 30, 2025 September 30, 2024 September 30, 2023 Interest cost $ 4,556 $ 5,264 $ 5,175 Expected return on plan assets ( 4,323 ) ( 3,364 ) ( 5,027 ) Amortization of actuarial loss 208 266 667 Net periodic cost $ 441 $ 2,166 $ 815 The weighted-average assumptions used to determine net periodic pension cost during the period were as follow: September 30, 2025 September 30, 2024 September 30, 2023 Discount rate 4.9 % 5.8 % 5.4 % Expected return on plan assets 4.0 % 3.3 % 5.0 % Rate of compensation increase N/a N/a N/a 75 The change in the benefit obligations, plan assets and the amounts recognized on the consolidated balance sheets was as follows (in thousands): Change in benefit obligations: Balance as of September 30, 2023 $ 95,330 Interest cost 5,264 Actuarial gain 8,979 Benefits and administrative expenses paid ( 6,384 ) Balance as of September 30, 2024 103,189 Interest cost 4,556 Actuarial loss ( 3,432 ) Benefits and administrative expenses paid ( 6,559 ) Balance as of September 30, 2025 $ 97,754 Change in plan assets: Balance as of September 30, 2023 $ 105,443 Actual return on plan assets 12,599 Employer contributions 276 Benefits and administrative expenses paid ( 6,384 ) Balance as of September 30, 2024 111,934 Actual return on plan assets 677 Employer contributions 280 Benefits and administrative expenses paid ( 6,558 ) Balance as of September 30, 2025 $ 106,333 Funded status: Funded status as of September 30, 2024 $ 8,745 Funded status as of September 30, 2025 $ 8,578 (in thousands) September 30, 2025 September 30, 2024 Amounts recognized in the consolidated balance sheets consist of: Pension Non-Current Assets $ 8,578 $ 8,745 Pension liabilities — — Net amount recognized $ 8,578 $ 8,745 Amounts recognized in accumulated other comprehensive loss (before income taxes) consist of: Net actuarial loss $ ( 15,113 ) $ ( 15,108 ) Total loss recognized $ ( 15,113 ) $ ( 15,108 ) Weighted-average assumptions used to determine pension benefit obligations at year end: Discount rate 5.2 % 4.9 % Rate of compensation increase N/a N/a 76 The following table summarizes the defined benefit pension plans with accumulated benefit obligations in excess of plan assets: (in thousands) September 30, 2025 September 30, 2024 Accumulated benefit obligation $ — $ — Fair value of plan assets — — Neither plan had accumulated benefit obligations in excess of plan assets as of September 30, 2025. The following table summarizes the defined benefit pension plans with projected benefit obligations in excess of plan assets: (in thousands) September 30, 2025 September 30, 2024 Projected benefit obligation $ — $ — Fair value of plan assets — — Neither plan had projected benefit obligations in excess of plan assets as of September 30, 2025. In determining the expected return on plan assets, the Company considers the relative weighting of plan assets by class, historical performance of asset classes over long-term periods, asset class performance expectations as well as current and future economic conditions. The Company’s investment strategy for its pension plans is to manage the plans on a going-concern basis. Current investment policy is to minimize risk in the plan assets for the purpose of enhancing the security of benefits for participants. For the pension plans, this policy targets a 100 % allocation to debt securities. As of September 30, 2025, the 3 % of plan assets held in cash and cash equivalents is a result of timing differences as the Company continues to move to the target allocation of 100% debt securities. Pension plans have the following weighted-average asset allocations: Asset Category: September 30, 2025 September 30, 2024 Debt securities 97 % 96 % Cash and cash equivalents 3 % 4 % Total 100 % 100 % The Company evaluates its defined benefit plans’ asset portfolios for the existence of significant concentrations of risk, such as investments in a single entity, industry, foreign country and individual fund manager. As of September 30, 2025, there were no significant concentrations of risk in the Company’s defined benefit plan assets. The Company’s plan assets are accounted for at fair value and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value of assets and their placement within the fair value hierarchy levels. The Company’s asset allocations are presented in the table below: September 30, 2025 September 30, 2024 (in thousands) Level 1 Level 2 Total Level 1 Level 2 Total Fixed income securities $ 31,389 $ 71,355 $ 102,744 $ 34,077 $ 73,394 $ 107,471 Cash and cash equivalents 3,589 — 3,589 4,463 — 4,463 Total $ 34,978 $ 71,355 $ 106,333 $ 38,540 $ 73,394 $ 111,934 77 Fixed income securities consist primarily of government and agency securities, corporate debt securities, and mortgage and other asset-backed securities. When available, fixed income securities are valued at the closing price reported in the active market in which the individual security is traded. Government and agency securities and corporate debt securities are valued using the most recent bid prices or occasionally the mean of the latest bid and ask prices when markets are less liquid. Asset-backed securities including mortgage-backed securities are valued using broker/dealer quotes when available. When quotes are not available, fair value is determined by utilizing a discounted cash flow approach, which incorporates other observable inputs such as cash flows, underlying security structure and market information including interest rates and bid evaluations of comparable securities. These values are based on the fair value of the underlying net assets owned by the fund. As of September 30, 2025 and September 30, 2024, the Company did not have any Level 3 pension assets Cash and cash equivalents consist primarily of short-term commercial paper, and other cash or cash-like instruments including settlement proceeds due from brokers, stated at cost, which approximates fair value. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstance giving rise to the transfer, which generally coincides with the Company’s valuation process. Contribution amounts are determined and funded based on laws and regulations and with the assistance of professionally qualified actuaries. The Company contributed $ 280 and $ 276 to its pension plans for the fiscal years ended September 30, 2025 and September 30, 2024. The Company anticipates that it will contribute at least the minimum required contribution of $ 350 to its pension plans in fiscal 2026. Benefit payments, which reflect future expected service as appropriate, are expected to be paid in each fiscal year as follows: (in thousands) 2026 $ 7,333 2027 7,383 2028 7,417 2029 7,457 2030 7,482 2030 to 2034 36,705 Defined Contribution Retirement Plans — The Company also sponsors several defined contribution retirement plans - the 401(k) matching programs. Expense for the defined contribution plans is computed as a percentage of participants’ compensation and was $ 6,570 , $ 6,396 and $ 5,483 for the fiscal years ended September 30, 2025, September 30, 2024 and September 30, 2023, respectively. Multi-Employer Plan — The Company has a liability of $ 3,598 as of September 30, 2025 and $ 3,974 as of September 30, 2024 representing the Company’s proportionate share of a multi-employer pension plan which was exited prior to fiscal 2017. 6. STOCK INCENTIVE PLAN On November 21, 2019, the Company's board of directors approved the Atkore International Group Inc. 2020 Omnibus Incentive Plan (the “2020 Omnibus Incentive Plan”), which was subsequently approved by the Company’s shareholders on January 30, 2020. The 2020 Omnibus Incentive Plan provides for stock purchases and grants of other equity awards, including non-qualified stock options, stock purchase rights, restricted stock, restricted stock units (“RSUs”), performance shares, performance stock units (“PSUs”), stock appreciation rights, dividend equivalents and other stock-based awards to directors, officers, other employees and consultants. The 2020 Omnibus Incentive Plan replaces and 78 succeeds the Atkore International Group Inc. 2016 Omnibus Incentive Plan (the “2016 Omnibus Incentive Plan”). The Company no longer grants awards from the 2016 Omnibus Incentive Plan. Awards previously granted under the 2016 Omnibus Incentive Plan were unaffected by the termination. A maximum of 1.4 million shares of common stock is reserved for issuance under the 2020 Omnibus Incentive Plan. All stock option awards have a ten year life. All share-based awards are expected to be fulfilled with new shares of common stock. Stock compensation expense is included in selling, general and administrative in the Company's consolidated statements of operations and was $ 23,561 , $ 20,300 and $ 21,101 for fiscal years 2025, 2024 and 2023, respectively. The total income tax benefit recognized for share-based compensation arrangements was $ 3,011 , $ 1,619 and $ 2,706 for fiscal years 2025, 2024 and 2023, respectively. Stock Options In accordance with ASC 718 “ Compensation - Stock Compensation,” stock compensation expense for stock options is recorded on a straight-line basis over the requisite service period (generally the vesting period), net of actual forfeitures based on the grant-date fair value of the option under the equity accounting method. The assumptions used in the Black-Scholes option pricing model to value the options granted were as follows: Fiscal Year Ended September 30, 2025 September 30, 2024 September 30, 2023 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 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. The expected life of options is estimated using the simplified method due to limited historical exercise activity. The Company does not estimate forfeitures, which are accounted for as they occur. 79 Stock option activity for the period September 30, 2022 to September 30, 2025 was as follows: Shares (in thousands) Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value (in thousands) Weighted-Average Remaining Contractual Term (in years) Outstanding as of September 30, 2022 713 $ 26.00 $ 13.29 $ 38,062 5.22 Granted 51 $ 101.66 $ 54.06 Exercised ( 74 ) $ 13.26 $ 9.56 $ 9,201 Forfeited — — Outstanding as of September 30, 2023 690 $ 32.93 $ 16.69 $ 80,152 9.75 Granted — $ — $ — Exercised ( 253 ) $ 18.46 $ 10.78 $ 33,270 Forfeited ( 12 ) 103.67 Outstanding as of September 30, 2024 425 $ 39.59 $ 19.23 $ 20,584 11.52 Granted — $ — $ — Exercised ( 13 ) $ 11.18 $ 8.44 $ 888 Forfeited — $ — Outstanding as of September 30, 2025 412 $ 40.46 $ 19.56 $ 12,238 10.84 Exercisable as of September 30, 2025 397 $ 38.17 $ 12,238 8.47 As of September 30, 2025, there was $ 11 of total unrecognized compensation expense related to non-vested options granted expected to be recognized over a weighted-average period of approximately 10.8 years. The total fair value of shares vested during fiscal years 2025, 2024 and 2023 was $ 1,399 , $ 2,524 and $ 1,924 , respectively. Cash received from stock option exercises for the fiscal years 2025, 2024 and 2023 was $ 141 , $ 4,670 and $ 973 , respectively. The actual tax benefit for the tax deductions from stock option exercises totaled $ 2,261 , $ 10,503 and $ 2,300 , respectively, for fiscal years 2025, 2024 and 2023. The Company does not settle any option exercises, under its current stock incentive plan, in cash. Restricted Stock Units Generally, RSUs granted under the 2020 Omnibus Incentive Plan vest ratably over three years . The fair value of RSU grants was based on the closing price of the Company's common stock on the date of grant. RSU compensation expense is recorded on a straight-line basis over the remaining vesting period. 80 Changes to the Company’s nonvested RSU awards for the year ended September 30, 2025 were as follows: Shares (in thousands) Weighted-average grant-date fair value Nonvested as of September 30, 2022 262 $ 58.72 Granted 138 102.71 Vested ( 144 ) 47.43 Forfeited ( 10 ) 84.89 Nonvested as of September 30, 2023 246 $ 86.16 Granted 157 127.99 Vested ( 134 ) 72.62 Forfeited ( 30 ) 115.57 Dividends 1 118.89 Nonvested as of September 30, 2024 240 $ 117.81 Granted 251 84.08 Vested ( 123 ) 114.49 Forfeited ( 33 ) 104.39 Dividends 7 96.60 Nonvested as of September 30, 2025 342 $ 95.14 As of September 30, 2025, there was $ 14,404 of total unrecognized compensation expense related to non-vested RSUs granted, expected to be recognized over a weighted-average period of approximately 1.66 years. The total fair value of RSUs vested during fiscal years 2025, 2024 and 2023 was $ 10,751 , $ 18,017 and $ 17,878 respectively. Performance Share Units The Company awards PSUs whose vesting is contingent upon meeting or exceeding certain market and performance conditions. The performance condition, which was based on an adjusted net income, represented 70 % of the award and the market condition, which was based on Total Shareholder Return (“TSR”) of the Company's common stock relative to a peer group represented the remaining 30 %. All PSUs cliff vest at the end of three years based on the satisfaction of the performance conditions. Expense for the performance condition based award is recorded when the achievement of the performance condition is considered probable of achievement and is recorded on a straight-line basis over the requisite service period. If such performance criteria are not met, no compensation cost is recognized and any recognized compensation cost is reversed. Expense for the market condition based award is recorded on a straight-line basis over the explicit service period. The grant-date fair value for the performance condition based awards represents the closing stock price on the date of grant. For the grants in fiscal 2025, 2024 and 2023, the closing stock price on the date of grant was $ 87.93 , $ 130.56 and $ 101.66 respectively. The grant-date fair value for the market condition based awards was determined using the Monte-Carlo method. 81 The assumptions used in the Monte-Carlo method to value the performance share awards granted during the fiscal year ended September 30, 2025 were as follows: September 30, 2025 September 30, 2024 September 30, 2023 Expected dividend yield — % — % — % Expected volatility 46 % 47 % 68 % Risk free interest rates 4.21 % 4.77 % 4.15 % Expected life 3 years 3 years 3 years Fair value $ 114.57 $ 162.15 $ 121.52 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. For grants during fiscal year ended 2025, 2024 and 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 award. The expected life of the award represents the weighted-average period of time that awards granted are expected to be outstanding, giving consideration to vesting schedules and expected exercise patterns. The Company does not estimate forfeitures, which are accounted for as they occur. Changes to the Company’s non-vested PSU awards for the year ended September 30, 2025 were as follows: Shares (in thousands) Weighted-average grant-date fair value Nonvested as of September 30, 2022 313 $ 48.19 Granted 69 110.71 Vested ( 190 ) 39.94 Adjustment for achieved performance upon issuance 83 39.31 Forfeited ( 1 ) 31.67 Nonvested as of September 30, 2023 273 $ 67.02 Granted 67 151.18 Vested ( 269 ) 31.39 Added by Dividends 1 126.08 Adjustment for achieved performance upon issuance 117 31.02 Forfeited ( 24 ) 125.08 Nonvested as of September 30, 2024 165 $ 126.17 Granted 114 105.02 Vested ( 60 ) 109.22 Added by Dividends 4 118.30 Adjustment for achieved performance upon issuance 24 105.94 Forfeited ( 17 ) 118.00 Nonvested as of September 30, 2025 230 $ 118.44 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. 82 7. OTHER EXPENSE, NET Other expense, net consisted of the following: Fiscal Year Ended (in thousands) September 30, 2025 September 30, 2024 September 30, 2023 Loss on sale of business $ 6,243 $ — $ — Foreign exchange loss (gain) on intercompany loans 1,021 132 ( 88 ) Pension-related expense 178 1,098 579 Loss on assets held for sale 257 733 7,477 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. 8. INCOME TAXES 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: (in thousands) September 30, 2025 September 30, 2024 September 30, 2023 Components of income before income taxes: United States $ ( 42,814 ) $ 545,826 $ 817,853 Non-U.S 24,224 41,411 32,437 (Loss) Income before income taxes $ ( 18,590 ) $ 587,237 $ 850,290 Income tax expense: Current: United States: Federal $ 26,763 $ 82,125 $ 110,714 State 9,115 16,012 25,556 Non-U.S: 8,745 12,859 11,261 Current income tax expense $ 44,623 $ 110,996 $ 147,531 Deferred: United States: Federal $ ( 40,278 ) $ 4,100 $ 12,670 State ( 6,240 ) 351 1,274 Non-U.S: ( 1,520 ) ( 1,082 ) ( 1,085 ) Deferred income (benefit) tax expense ( 48,038 ) 3,369 12,860 Income tax expense $ ( 3,415 ) $ 114,365 $ 160,391 83 Differences between the statutory federal income tax rate and effective income tax rate are summarized below: (in thousands) September 30, 2025 September 30, 2024 September 30, 2023 Statutory federal tax 21 % 21 % 21 % Adjustments to reconcile to the effective income tax rate: State income taxes 1 % 2 % 3 % 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 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 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 benefits from share-based compensation of $ 13,773 . 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 . 84 Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. The components of the net deferred income tax assets are as follows: (in thousands) September 30, 2025 September 30, 2024 Deferred tax assets: Accrued liabilities and reserves $ 38,820 $ 39,232 Tax loss and credit carryforwards 20,506 20,436 Capitalized research and development 10,854 8,446 Inventory 17,089 14,274 Lease obligations 42,544 46,179 Other 1,939 1,121 $ 131,752 $ 129,688 Deferred tax liabilities: Property, plant and equipment $ ( 31,773 ) $ ( 40,373 ) Intangible assets ( 11,961 ) ( 43,487 ) Right-of-use assets, net ( 38,932 ) ( 44,722 ) Other ( 5,820 ) ( 6,609 ) $ ( 88,486 ) $ ( 135,191 ) Net deferred tax liability before valuation allowance 43,266 ( 5,503 ) Valuation allowance ( 20,854 ) ( 20,517 ) Net deferred tax liability $ 22,412 $ ( 26,020 ) As of September 30, 2025, the Company has $ 24,687 of state net operating loss carryforwards which expire beginning in 2026 through 2045. In certain non-U.S. jurisdictions, the Company has net operating loss carryforwards of $ 73,879 which have an expiration period ranging from five years to unlimited. Valuation allowances have been established on net operating losses and other deferred tax assets in Luxembourg, Australia, France, China, and other foreign and United States state jurisdictions, as a result of the Company's determination that there is less than 50% likelihood that these assets will be realized. Evidence for this determination includes three year cumulative loss positions, future reversal of temporary differences, and expectations of future losses. As of September 30, 2025, and September 30, 2024, the Company had unrecognized tax benefits of $ 4,517 and $ 3,367 which, if recognized, would positively benefit the effective tax rate. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. As of September 30, 2025 and September 30, 2024, the Company had accrued interest and penalties of $ 648 and $ 516 , respectively, in the consolidated balance sheets. 85 A reconciliation of the beginning and ending amount of unrecognized tax benefit, excluding interest and penalties, is as follows: (in thousands) For the period from September 30, 2022 to September 30, 2025 Balance as of September 30, 2022 $ 985 Additions based on tax positions related to prior years ( 75 ) Additions based on tax positions related to current year 1,792 Settlements ( 121 ) Balance as of September 30, 2023 2,581 Additions based on tax positions related to prior years 84 Additions based on tax positions related to current year 1,287 Settlements ( 585 ) Balance as of September 30, 2024 3,367 Additions based on tax positions related to prior years 578 Additions based on tax positions related to current year 754 Expiration of statute of limitations ( 182 ) 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. The related accrued penalties and interest for uncertain tax positions increased by $ 281 . During fiscal 2023, the balance of unrecognized tax benefits increased by $ 1,792 as a result of federal and various state jurisdictions’ uncertain positions, partially offset by a decrease of $ 196 as a result of completing tax audits and the expiration of the statute of limitations in various state jurisdictions. The related accrued penalties and interest for uncertain tax positions increased by $ 158 . Many of the Company’s uncertain tax positions relate to tax years that remain subject to audit by the taxing authorities. The following tax years remain subject to examination by the major tax jurisdictions as follows: Jurisdiction Years Open to Audit United States 2022, 2023 and 2024 The Company's income tax returns are examined periodically by various taxing authorities. The Company is currently under examination in various state jurisdictions. 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 — 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 86 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. The Company records tax liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on the Company's estimate of whether, and the extent to which, additional taxes will be due. These tax liabilities are reflected net of related tax loss carry-forwards. The Company adjusts these reserves in light of changing facts and circumstances. However, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company's current estimate of the tax liabilities. 9. EARNINGS PER SHARE The Company calculates basic and diluted earnings per common share using the two-class method. Under the two-class method, net earnings are allocated to each class of common stock and participating securities as if all of the net earnings for the period had been distributed. The Company's participating securities consist of share-based payment awards that contain a non-forfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common stockholders. Basic earnings per common share excludes dilution and is calculated by dividing the net earnings allocable to common stock by the weighted-average number of common stock outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocated to common stock by the weighted-average number of shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating share-based awards. The following table sets forth the computation of basic and diluted earnings per share: Fiscal Year Ended (in thousands, except per share data) September 30, 2025 September 30, 2024 September 30, 2023 Numerator: Net (loss) income $ ( 15,175 ) $ 472,872 $ 689,899 Less: Undistributed earnings allocated to participating securities — 6,135 10,637 Net income available to common shareholders $ ( 15,175 ) $ 466,737 $ 679,262 Denominator: Basic weighted average common shares outstanding 34,035 36,390 38,797 Effect of dilutive securities: Non-participating employee stock options (1) — 399 531 Diluted weighted average common shares outstanding 34,035 36,789 39,328 Basic earnings per share $ ( 0.45 ) $ 12.83 $ 17.51 Diluted earnings per share $ ( 0.45 ) $ 12.69 $ 17.27 (1) There were no stock options to purchase shares of common stock outstanding during the years ended September 30, 2025, September 30, 2024, and September 30, 2023, respectively, that would have been anti-dilutive. Any anti-dilutive options available would not be included in the calculation of diluted earnings per share. 87 10. ACCUMULATED OTHER COMPREHENSIVE LOSS The following table presents the changes in accumulated other comprehensive loss by component, net of tax: (in thousands) Defined benefit pension items Currency translation adjustments Total Balance as of September 30, 2023 $ ( 10,801 ) $ ( 23,139 ) $ ( 33,940 ) Other comprehensive income before reclassifications 193 14,453 14,646 Amounts reclassified from accumulated other comprehensive loss 200 — 200 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 before reclassifications ( 162 ) 1,112 950 Amounts reclassified from accumulated other comprehensive loss 156 — 156 Net current period other comprehensive income ( 6 ) 1,112 1,106 Balance as of September 30, 2025 $ ( 10,414 ) $ ( 7,574 ) $ ( 17,988 ) The following is a summary of the amounts reclassified from accumulated other comprehensive loss to net income: Fiscal Year Ended (in thousands) September 30, 2025 September 30, 2024 September 30, 2023 Amortization of defined benefit pension items: Amortization of net loss (included within other income, net) $ 208 $ 266 $ 667 Tax expense ( 52 ) ( 66 ) ( 166 ) Net reclassifications for the period $ 156 $ 200 $ 501 11. INVENTORIES, NET A majority of the Company records inventory at the lower of cost (primarily last in, first out, or “LIFO”) or market or net realizable value, as applicable. Approximately 81 % and 81 % of the Company's inventories are valued at the lower of LIFO cost or market at September 30, 2025 and September 30, 2024, respectively. (in thousands) September 30, 2025 September 30, 2024 Purchased materials and manufactured parts, net $ 134,869 $ 153,290 Work in process, net 74,159 74,158 Finished goods, net 275,817 297,247 Inventories, net $ 484,845 $ 524,695 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 88 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. The effect of this inventory reduction resulted in decreased cost of goods sold and increased operating income of approximately $ 2,757 and $ 370 . As of September 30, 2025 and September 30, 2024, the excess and obsolete inventory reserve was $ 23,192 and $ 29,176 , respectively. 12. PROPERTY, PLANT AND EQUIPMENT As of September 30, 2025 and September 30, 2024, property, plant and equipment at cost and accumulated depreciation were as follows: (in thousands) September 30, 2025 September 30, 2024 Land $ 29,766 $ 29,401 Buildings and related improvements 217,894 192,569 Machinery and equipment 701,220 596,748 Leasehold improvements 22,116 22,814 Software 64,371 57,363 Construction in progress 107,758 248,128 Property, plant and equipment, at cost 1,143,125 1,147,023 Accumulated depreciation ( 548,859 ) ( 494,930 ) Property, plant and equipment, net $ 594,266 $ 652,093 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. 89 13. GOODWILL AND INTANGIBLE ASSETS Goodwill — C hanges in the carrying amount of goodwill are as follows: Segment (in thousands) Electrical Safety & Infrastructure Total Balance as of September 30, 2023 $ 258,427 $ 52,679 $ 311,106 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 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: September 30, 2025 September 30, 2024 (in thousands) Weighted Average Useful Life (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Amortizable Intangible Assets: Customer relationships 10 $ 401,771 $ ( 338,201 ) $ 63,570 $ 600,317 $ ( 371,600 ) $ 228,717 Other 8 25,205 ( 20,797 ) 4,408 43,968 ( 25,067 ) 18,901 Total 426,976 ( 358,998 ) 67,978 644,285 ( 396,667 ) 247,618 Indefinite-lived Intangible Assets: Trade names 92,780 — 92,780 92,813 — 92,813 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. 90 Expected amortization expense for intangible assets over the next five years and thereafter is as follows (in thousands): 2026 $ 24,945 2027 23,949 2028 9,035 2029 2,924 2030 2,924 2031 and thereafter 4,202 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. 14. DEBT 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 September 29, 2032 $ 370,628 $ 371,952 Senior Notes Due June 1, 2031 400,000 400,000 ABL Credit Facility — — Deferred financing costs ( 10,096 ) ( 7,114 ) Total debt $ 760,532 $ 764,838 Less: Current portion 3,730 — Long-term debt $ 756,802 $ 764,838 No principal payments were made on existing debt in fiscal 2023, fiscal 2024 or fiscal 2025. As of September 30, 2025, future contractual maturities of long-term debt are as follows (in thousands): 2026 $ 3,730 2027 3,730 2028 3,730 2029 3,730 2030 3,730 2031 and thereafter 754,350 Total $ 773,000 Senior Notes - On May 26, 2021, the Company completed the issuance and sale of the $ 400 million aggregate principal amount of 4.25 % Senior Notes due 2031 (the “Senior Notes”) in a private offering. The Senior Notes were sold only to qualified institutional buyers in compliance with Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside of the United States in compliance with Regulation S of the Securities Act. 91 New Senior Secured Term Loan Facility - On May 26, 2021, the Company entered into a new $ 400 million senior secured term loan facility (the “New Senior Secured Term Loan Facility”). The New Senior Secured Term Loan Facility will mature on May 26, 2028 and borrowings thereunder bear interest at the rate of either (x) LIBOR (with a floor of 0.50 %) plus 2.00 % or (y) an alternate base rate (with a floor of 1.50 %) plus 1.00 %. The New Senior Secured Term Loan Facility has an annual amortization rate of 1.00 %. On March 15, 2023, the Company entered into an amendment to the New Senior Secured Term Loan Facility to implement a forward-looking interest rate based on the Secured Overnight Financing Rate (“SOFR”) in lieu of LIBOR, consisting of an applicable margin of 2.00 % and a credit spread adjustment of (i) 0.11448 % for a one-month interest period, (ii) 0.26161 % for a three-month interest period and (iii) 0.42826 % for a six-month interest period. 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) 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 %. The Amended ABL Credit Facility has aggregate commitments of $ 325,000 and is guaranteed by AII, the United States subsidiaries owned directly or indirectly by AII and certain other restricted subsidiaries of AII that AII causes to be a subsidiary guarantor from time to time including as of the closing date for the Amended ABL Credit Facility, Columbia-MBF, Inc., a corporation formed by amalgamation under the laws of Canada (“Columbia-MBF”). 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. The Company accounted for the amendment to the ABL Credit Facility as a modification of debt. The ABL Credit Facility has remained unused in both fiscal 2024 and fiscal 2025. 92 15. FAIR VALUE MEASUREMENTS Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company periodically uses forward currency contracts to hedge the effects of foreign exchange relating to intercompany balances denominated in a foreign currency. These derivative instruments are not formally designated as hedges by the Company. Short-term forward currency contracts are recorded in prepaid expenses and other current assets or other current liabilities and long-term forward currency contracts are recorded in other long-term assets or other long-term liabilities in the consolidated balance sheets for the applicable period. The fair value gains and losses are included in other income, net within the consolidated statements of operations. 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. Cash flows associated with derivative financial instruments are recognized in the operating section of the consolidated statements of cash flows. The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The following table presents the recurring assets and liabilities measured at fair value as of September 30, 2025 and September 30, 2024 in accordance with the fair value hierarchy: September 30, 2025 September 30, 2024 (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash equivalents $ 422,292 $ — $ — $ 265,077 $ — $ — The Company’s remaining financial instruments consist primarily of cash, accounts receivable and accounts payable whose carrying value approximate their fair value due to their short-term nature. The estimated fair value of financial instruments not carried at fair value in the consolidated balance sheets were as follows: September 30, 2025 September 30, 2024 (in thousands) Carrying Value Fair Value Carrying Value Fair Value 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 Total debt $ 773,000 $ 744,299 $ 773,000 $ 737,456 In determining the approximate fair value of its long-term debt, the Company used the trading value among financial institutions, which were classified within Level 2 of the fair value hierarchy. 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 93 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. 16. COMMITMENTS AND CONTINGENCIES The Company has obligations related to commitments to purchase certain goods. 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. Insurable Liabilities — The Company maintains policies with various insurance companies for its workers’ compensation, product, property, general, auto, and executive liability risks. The insurance policies that the Company maintains have various retention levels and excess coverage limits. The establishment and update of liabilities for unpaid claims, including claims incurred but not reported, is based on management's estimate as a result of the assessment by the Company's claim administrator of each claim and an independent actuarial valuation of the nature and severity of total claims. The Company utilizes a third-party claims administrator to pay claims, track and evaluate actual claims experience, and ensure consistency in the data used in the actuarial valuation. Legal Contingencies — Historically, a number of lawsuits have been filed against the Company and the Company has also received other claim demand letters alleging that the Company's anti-microbial coated steel sprinkler pipe, which the Company has not manufactured or sold for several years, is incompatible with chlorinated polyvinyl chloride and caused stress cracking in such pipe manufactured by third parties when installed together in the same sprinkler system, which the Company refers to collectively as the “Special Products Claims.” Tyco International Ltd. (“Tyco”), now Johnson Controls, Inc. (“JCI”), has a contractual obligation to indemnify the Company in respect of all remaining and future claims of incompatibility between the Company's antimicrobial coated steel sprinkler pipe and CPVC pipe used in the same sprinkler system. When Special Products Claims arise, JCI has defended and indemnified the Company as required. 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. Ill. 24-cv-07639), 94 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. 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 and indirect communications with each other. 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 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. Atkore Inc. et al (N.D. Ill 1:25-cv-01851) and Coles v. Atkore Inc. et al (N.D. 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. 95 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. These matters generally relate to disputes arising out of the use or installation of the Company ’ s products, product liability litigation, contract disputes, patent infringement accusations, employment matters, personal injury claims and similar matters. On the basis of information currently available to the Company, it does not believe that existing proceedings and claims will have a material adverse effect on its business, financial condition, results of operations or cash flows. However, litigation is unpredictable, and the Company could incur judgments or enter into settlements for current or future claims that could adversely affect its business, financial condition, results of operations or cash flows. 17. GUARANTEES The Company has no letters of credit outstanding to support workers’ compensation and general liability insurance policies and surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $ 43,749 as of September 30, 2025. In disposing of assets or businesses, the Company often provides representations, warranties and indemnities to cover various risks including unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. The Company does not have the ability to estimate the potential liability from such indemnities because they relate to unknown conditions. However, the Company has no reason to believe that these uncertainties would have a material adverse effect on the Company's business, financial condition, results of operations or cash flows. In the normal course of business, the Company is liable for product performance and contract completion. In the opinion of management, such obligations will not have a material adverse effect on the Company's business, financial condition, results of operations or cash flows. 18. 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. This segment serves contractors in partnership with the electrical wholesale channel. The Safety & Infrastructure segment designs and manufactures solutions including metal framing, mechanical pipe, perimeter security, and cable management for the protection and reliability of critical infrastructure. These solutions are marketed to contractors, original equipment manufacturers and end users. 96 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. Segment Adjusted EBITDA is the income (loss) before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, interest expense, net, loss on extinguishment of debt, restructuring charges, impairment charges, stock-based compensation, certain legal matters, transaction costs, gain on purchase of business, gain on sale of a business and other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax positions, and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives. Intersegment transactions primarily consist of product sales at designated transfer prices on an arm's-length basis. Gross profit earned and reported within the segment is eliminated in the Company’s consolidated results. Certain manufacturing and distribution expenses are allocated between the segments on a pro rata basis due to the shared nature of activities. Recorded amounts represent a proportional amount of the quantity of product produced for each segment. Certain assets, such as machinery and equipment and facilities, are not allocated to each segment despite serving both segments. These shared assets are reported within the Safety & Infrastructure segment. We allocate certain corporate operating expenses that directly benefit our operating segments, such as insurance and information technology, on a basis that reasonably approximates an estimate of the use of these services. Fiscal year ended September 30, 2025 September 30, 2024 September 30, 2023 (in thousands) External Net Sales Inter- segment Sales Adjusted EBITDA External Net Sales Inter- segment Sales Adjusted EBITDA External Net Sales Inter- segment Sales Adjusted EBITDA Electrical $ 1,998,209 $ 10 $ 330,512 $ 2,354,958 $ 20 $ 728,341 $ 2,675,050 $ 25 $ 1,004,853 Safety & Infrastructure 852,169 1,200 109,191 847,095 1,982 89,982 843,711 447 103,231 Eliminations — ( 1,210 ) — ( 2,002 ) — ( 471 ) Consolidated operations $ 2,850,378 $ — $ 3,202,053 $ — $ 3,518,761 $ — 97 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 Operating segment Adjusted EBITDA Electrical $ 330,512 $ 728,341 $ 1,004,853 Safety & Infrastructure 109,191 89,982 103,231 Total $ 439,703 $ 818,323 $ 1,108,083 Unallocated expenses (a) ( 53,309 ) ( 46,610 ) ( 65,956 ) Depreciation and amortization ( 124,533 ) ( 121,018 ) ( 115,524 ) 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 ) (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. (b) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, release of indemnified uncertain tax positions, gain on purchase of business, loss on assets held for sale (includes loss on assets held for sale in Russia. 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. 98 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: Long-lived assets Net sales (in thousands) September 30, 2025 September 30, 2024 September 30, 2023 September 30, 2025 September 30, 2024 September 30, 2023 United States $ 681,948 $ 756,108 $ 612,066 $ 2,501,481 $ 2,817,844 $ 3,150,143 Other Americas 8,253 9,168 8,655 80,380 92,361 94,064 Europe 53,300 55,907 52,498 220,803 245,764 228,885 Asia-Pacific 7,445 11,566 6,569 47,714 46,084 45,669 Total $ 750,946 $ 832,749 $ 679,788 $ 2,850,378 $ 3,202,053 $ 3,518,761 The table below shows the amount of net sales from external customers for each of the Company’s product categories which accounted for 10% or more of consolidated net sales in any of the last three fiscal years: Fiscal Year Ended (in thousands) September 30, 2025 September 30, 2024 September 30, 2023 Metal Electrical Conduit and Fittings $ 455,678 $ 551,753 $ 529,083 Plastic Pipe Conduit and Fittings 673,622 921,587 1,252,422 Electrical Cable and Flexible Conduit 494,011 489,927 506,994 Other Electrical products (a) 374,898 391,691 386,551 Electrical 1,998,209 2,354,958 2,675,050 Mechanical Tube 306,637 352,707 367,730 Other Safety & Infrastructure products (b) 545,532 494,388 475,982 Safety & Infrastructure 852,169 847,095 843,711 Net sales $ 2,850,378 $ 3,202,053 $ 3,518,761 (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 Concentration of Credit Risk — The Company extends credit to various customers in the retail and construction industries. 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 99 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 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. All unions are located in either the United States or Canada, with no unions or Worker's Councils at any of the other locations abroad. 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. 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. 19. SUBSEQUENT EVENTS 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. Edmonds, Jr. (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. 100 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.