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Item 1. Financial Statements

2026-02-03 compared with 2025-08-05 · 167 added, 205 removed, 390 unchanged (49% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended Nine months ended

(in thousands, except per share data) Note June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Three months ended

(in thousands, except per share data) Note December 26, 2025 December 27, 2024

Net sales $ 655,548 $ 661,597

3 unchanged sentences

Intangible asset amortization 12 6,310 11,699

Asset impairment charges 14 — — 127,733 —

Operating income 20,071 67,938

9 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended Nine months ended

(in thousands) Note June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Three months ended

(in thousands) Note December 26, 2025 December 27, 2024

Net income $ 15,034 $ 46,336

6 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data) Note June 27, 2025 September 30, 2024

(in thousands, except share and per share data) Note December 26, 2025 September 30, 2025

Current Assets:

14 unchanged sentences

Current Liabilities:

Short-term debt and current maturities of long-term debt 13 $ 3,730 $ 3,730

Accounts payable 225,110 241,246

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Total Liabilities 1,383,311 1,453,581

Common stock, $ 0.01 par value, 1,000,000,000 shares authorized, 33,655,743 and 34,859,033 shares issued and outstanding as of June 27, 2025 and September 30, 2024, respectively

Common stock, $ 0.01 par value, 1,000,000,000 shares authorized, 33,750,639 and 33,665,258 shares issued and outstanding as of December 26, 2025 and September 30, 2025, respectively

Additional paid-in capital 527,152 526,600

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months ended

(in thousands) Note June 27, 2025 June 28, 2024

Three months ended

(in thousands) Note December 26, 2025 December 27, 2024

Operating activities:

3 unchanged sentences

Deferred income taxes 7 ( 3,243 ) ( 73 )

Asset impairment charges 14 127,733 —

Loss on sale of business 4 6,101 —

Gain on sale of business 3 ( 2,275 ) —

Stock-based compensation 4,020 6,097

Amortization of right-of-use assets 8,452 8,690

(Gain) on disposal of property, plant and equipment ( 5 ) ( 621 )

Other non-cash adjustments to net income 9,664 173

5 unchanged sentences

Accrued and other liabilities ( 49,396 ) 471

Lease assets and liabilities ( 8,961 ) ( 7,765 )

Income taxes ( 12,850 ) ( 6,085 )

Other, net ( 1,215 ) 5,560

Net cash provided by operating activities 192,359 349,957

Net cash provided by (used in) operating activities ( 55,497 ) 74,374

Investing activities:

1 unchanged sentence

Proceeds from sale of a business 3 18,388 —

Proceeds from sale of properties and equipment 7,137 457

Proceeds from insurance claims

Acquisition of businesses, net of cash acquired 3 — ( 6,036 )

Net cash used in investing activities ( 69,302 ) ( 110,677 )

Other, net 7 158

Net cash provided by (used in) investing activities 6,637 ( 41,137 )

Financing activities:

Payment for debt financing costs and fees ( 2,041 ) —

Issuance of common stock, net of shares withheld for tax ( 3,466 ) ( 5,864 )

8 unchanged sentences

See Notes to unaudited condensed consolidated financial statements.

Nine months ended

June 27, 2025 June 28, 2024

Three months ended

December 26, 2025 December 27, 2024

Supplementary Cash Flow Information

12 unchanged sentences

Balance as of December 26, 2025 33,750 $ 338 $ 527,152 $ 892,975 $ ( 15,195 ) $ 1,405,270

Net loss — — — ( 50,057 ) — ( 50,057 )

Other comprehensive income — — — — 6,707 6,707

Stock-based compensation — — 7,713 — — 7,713

Issuance of common stock, net of shares withheld for tax 15 — 28 — — 28

Repurchase of common stock ( 763 ) ( 8 ) — ( 50,443 ) — ( 50,451 )

Dividends declared — — — ( 10,868 ) — ( 10,868 )

Balance as of March 28, 2025 33,650 $ 337 $ 517,228 $ 922,732 $ ( 29,877 ) $ 1,410,420

Net income — — — 42,962 — 42,962

Other comprehensive income — — — — 16,262 16,262

Stock-based compensation — — 7,246 — — 7,246

Issuance of common stock, net of shares withheld for tax 5 — ( 65 ) — — ( 65 )

Repurchase of common stock — — — — — —

Dividends declared — — — ( 11,105 ) — ( 11,105 )

Balance as of June 27, 2025 33,655 $ 337 $ 524,409 $ 954,589 $ ( 13,615 ) $ 1,465,720

Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Equity

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Repurchase of common stock ( 559 ) ( 6 ) — ( 50,506 ) — ( 50,512 )

Balance as of December 29, 2023 36,905 $ 370 $ 490,238 $ 1,035,897 $ ( 24,160 ) $ 1,502,345

Net income — — — 137,955 — 137,955

Other comprehensive loss — — — — ( 4,872 ) ( 4,872 )

Stock-based compensation — — 5,028 — — 5,028

Issuance of common stock, net of shares withheld for tax 118 1 2,385 — — 2,386

Repurchase of common stock ( 389 ) ( 4 ) — ( 59,223 ) — ( 59,227 )

Dividends declared — — — ( 11,120 ) — ( 11,120 )

Balance as of March 29, 2024 36,634 $ 367 $ 497,651 $ 1,102,910 $ ( 29,032 ) $ 1,571,896

Net income — — — 123,417 — 123,417

Other comprehensive income — — — — ( 466 ) ( 466 )

Stock-based compensation — — 4,488 — — 4,488

Issuance of common stock, net of shares withheld for tax 18 — ( 14 ) — — ( 14 )

Repurchase of common stock ( 787 ) ( 8 ) — ( 126,257 ) — ( 126,265 )

Dividends declared — — — ( 11,528 ) — ( 11,528 )

Balance as of June 28, 2024 35,865 $ 359 $ 502,125 $ 1,088,542 $ ( 29,498 ) $ 1,561,528

Balance as of December 27, 2024 34,398 $ 345 $ 509,487 $ 1,034,100 $ ( 36,584 ) $ 1,507,348

See Notes to unaudited condensed consolidated financial statements.

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on February 16, 2021.

As of June 27, 2025, Atkore was the sole stockholder of Atkore International Inc.

As of December 26, 2025, Atkore was the sole stockholder of Atkore International Inc.

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

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

2023-09 Income Taxes (Topic 740);

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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.

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

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

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

2025-06 Intangibles - Goodwill and Other-Internal-Use Software (Subtopic 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 probable 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.

REVENUE FROM CONTRACTS WITH CUSTOMERS

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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 thereof is recorded in Customer Liabilities.

For the nine months ended June 27, 2025, the Company has recognized a reduction of revenue of $ 40,723 for the economic value of tax credits to be transferred and a benefit to cost of sales of $ 44,866 .

As of June 27, 2025, the Company had a liability of $ 20,283 for credits to be transferred or the value thereof.

As of June 27, 2025, all activity related to the solar energy tax credits was within the Safety & Infrastructure segment.

For the three months ended December 26, 2025, the Company has recognized a reduction of revenue of $ 12,525 for the economic value of tax credits to be transferred and a benefit to cost of sales of $ 13,538 .

As of December 26, 2025, the Company had a liability of $ 12,981 for credits to be transferred or the value thereof.

As of December 26, 2025, all activity related to the solar energy tax credits was 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.

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See Note 17, “Segment Information” for revenue disaggregated by geography and product categories.

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

During the nine months ended June 28, 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 acquisition activity occurred during the nine months ended June 27, 2025.

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

On December 1, 2025, the Company sold Tectron Tube.

The transaction was structured as a stock sale.

(in thousands) Northwest Polymers

(in thousands) Tectron Tube

Cash consideration $ 18,388

Note received 7,300

Net assets divested 23,273

Loss on sale of business $ ( 6,101 )

Net assets divested included intangibles, net of $ 7,692 , fixed assets, net of $ 2,063 , working capital of $ 1,900 , right-of-use assets and liabilities of $ 3,521 and $ 3,120 respectively, and allocated goodwill of $ 756 .

As part of the sale, the Company recognized an additional tax expense of $ 3,996 , which included disallowed loss on the transaction of $ 1,101 and the write-off of related deferred tax assets of $ 2,895 .

Gain on sale of business $ 2,415

Net assets divested included working capital of $ 14,727 , fixed assets, net of $ 8,545 , and right-of-use assets and lease liabilities of $ 387 and $ 386 , respectively.

Working capital primarily included accounts receivables, net of $ 3,971 , and inventory, net of $ 10,227 .

For consideration, the Company received cash of $ 18,388 and a note receivable of $ 7,300 payable in April 2026.

In fiscal 2023, the Company initiated plans to exit operations in Russia and that asset disposal group was recognized as assets held for sale.

The Company recognized losses on those assets in fiscal 2023 as the Company did not expect to recover the value of its investment.

The Company completed its exit in the first quarter of fiscal 2026 and recognized a loss on sale of business of $ 140 .

POSTRETIREMENT BENEFITS

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The net periodic benefit credit was as follows:

Three months ended Nine months ended

(in thousands) Note June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Three months ended

(in thousands) December 26, 2025 December 27, 2024

Interest cost $ 1,118 $ 1,139

2 unchanged sentences

Net periodic benefit cost $ ( 74 ) $ 110

RESTRUCTURING CHARGES

On September 29, 2025, the Company announced plans for headcount reductions and plant closures at certain of its facilities.

The following tables summarize the activities related to the plan.

The liability for restructuring reserves is included within Other current liabilities in the Company's condensed consolidated balance sheets as follows:

Electrical Safety & Infrastructure Other/ Corporate

(in thousands) Severance Other Severance Severance Total

Balance as of September 30, 2025 $ 845 $ — $ 227 $ 257 $ 1,329

Charges 445 167 928 ( 13 ) 1,527

Utilization ( 772 ) ( 162 ) ( 245 ) ( 244 ) ( 1,423 )

Balance as of December 26, 2025 $ 518 $ 5 $ 910 $ — $ 1,433

The Company expects to utilize all restructuring accruals as of December 26, 2025 within the next twelve months.

The net restructuring charges included as a component of Selling, general and administrative expenses in the Company's condensed consolidated statements of operations were as follows:

Three months ended

(in thousands) December 26, 2025 December 27, 2024

Total restructuring charges, net $ 1,527 $ 321

In addition to the charges presented above, the Company reduced the remaining useful lives of assets still in use at the plants that are closing in fiscal 2026.

This resulted in an additional $ 8,165 of depreciation expense to be recognized in the first quarter of 2026.

Depreciation of plant assets is recognized in Cost of sales.

OTHER (INCOME) EXPENSE, NET

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

Three months ended Nine months ended

(in thousands) June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

(Gain) Loss on assets held for sale $ ( 195 ) $ 121 $ 154 $ 142

Three months ended

(in thousands) December 26, 2025 December 27, 2024

Loss on assets held for sale $ — $ 68

Foreign exchange loss on intercompany loans — 1,021

Pension-related benefits ( 52 ) 44

Loss on sale of business — — 6,101 —

(Gain) on sale of business ( 2,275 ) —

Other (income) expense, net $ ( 2,327 ) $ 1,133

In fiscal 2025, the Company divested Northwest Polymers resulting in the Company recognizing a loss on sale of $ 6,101 as described in Note 4, “Divestitures”.

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

Accordingly, the Company recognized an impairment of the related assets in fiscal 2023 and continues to recognize any incremental gains and losses on those assets.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law.

The OBBBA contains corporate tax law changes, including the restoration of 100% bonus depreciation;

the creation of Section 174A, which reinstates expensing for domestic research and experimental expenditures;

modifications to Section 163(j) interest limitations;

updates to the rules for global intangibles low-taxed income and foreign-derived intangible income;

amendments to the rules for energy credits;

and the expansion of Section 162(m) aggregation requirements.

The Company is currently evaluating this legislation and determining what impact it would have to the Company’s financial statements.

For the three months ended June 27, 2025 and June 28, 2024, the Company’s effective tax rate attributable to income before income taxes was 22.0 % and 21.9 %, respectively.

For the three months ended June 27, 2025 and June 28, 2024, the Company’s income tax (benefit) expense was $ 12,128 and $ 34,531 respectively.

The current period effective tax rate is consistent with the same period of the prior year.

For the nine months ended June 27, 2025 and June 28, 2024, the Company’s effective tax rate attributable to income before income taxes was 16.8 % and 19.3 %, respectively.

For the nine months ended June 27, 2025 and June 28, 2024, the Company’s income tax (benefit) expense was $ 7,935 and $ 95,606 respectively.

The decrease in the current period effective tax rate was driven by the benefit related to solar energy tax credits.

In fiscal 2026, the Company divested Tectron Tube and operations in Russia and recognized a gain of $ 2,275 as described in Note 3, “Divestitures”.

For the three months ended December 26, 2025 and December 27, 2024, the Company’s effective tax rate attributable to income before income taxes was 3.0 % and 20.9 %, respectively.

For the three months ended December 26, 2025 and December 27, 2024, the Company’s income tax expense was $ 465 and $ 12,260 , respectively.

The decrease in the current period effective tax rate was driven by a one-time discrete tax benefit related to tax planning strategies which resulted in deductible tax attributes.

A valuation allowance has been recorded against certain net operating losses in certain foreign jurisdictions.

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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:

Three months ended Nine months ended

(in thousands, except per share data) June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

The following tables sets forth the computation of basic and diluted earnings per share:

Three months ended

(in thousands, except per share data) December 26, 2025 December 27, 2024

Net income $ 15,034 $ 46,336

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Non-participating employee stock options (1)

200 364 224 435

Diluted weighted average common shares outstanding 33,905 35,040

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(1) Stock options to purchase shares of common stock that would have been anti-dilutive are not included in the calculation.

There were no anti-dilutive options outstanding during the three and nine months ended June 27, 2025 and June 28, 2024.

There were no anti-dilutive options outstanding during the three months ended December 26, 2025 and December 27, 2024.

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables present the changes in accumulated other comprehensive loss by component for the three months ended June 27, 2025 and June 28, 2024.

The following tables presents the changes in accumulated other comprehensive loss by component for the three months ended December 26, 2025 and December 27, 2024.

(in thousands) Defined Benefit

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Adjustments Total

Balance as of March 28, 2025 $ ( 10,325 ) $ ( 19,552 ) $ ( 29,877 )

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

Other comprehensive income before reclassifications — 2,745 2,745

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Net current period other comprehensive income 48 2,745 2,793

Balance as of June 27, 2025 $ ( 10,284 ) $ ( 3,331 ) $ ( 13,615 )

(in thousands) Defined Benefit

Pension Items Currency

Adjustments Total

Balance as of March 29, 2024 $ ( 10,695 ) $ ( 18,337 ) $ ( 29,032 )

Other comprehensive loss before reclassifications — ( 518 ) ( 518 )

Amounts reclassified from accumulated other

comprehensive loss, net of tax 52 — 52

Net current period other comprehensive income (loss) 52 ( 518 ) ( 466 )

Balance as of June 28, 2024 $ ( 10,643 ) $ ( 18,855 ) $ ( 29,498 )

The following tables present the changes in accumulated other comprehensive loss by component for the nine months ended June 27, 2025 and June 28, 2024.

(in thousands) Defined Benefit

Pension Items Currency

Adjustments Total

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

Other comprehensive loss before reclassifications — 5,355 5,355

Amounts reclassified from accumulated other

comprehensive loss, net of tax 124 — 124

Net current period other comprehensive income 124 5,355 5,479

Balance as of June 27, 2025 $ ( 10,284 ) $ ( 3,331 ) $ ( 13,615 )

Balance as of December 26, 2025 $ ( 10,366 ) $ ( 4,829 ) $ ( 15,195 )

(in thousands) Defined Benefit

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Net current period other comprehensive income 42 ( 17,532 ) ( 17,490 )

Balance as of June 28, 2024 $ ( 10,643 ) $ ( 18,855 ) $ ( 29,498 )

Balance as of December 27, 2024 $ ( 10,366 ) $ ( 26,218 ) $ ( 36,584 )

INVENTORIES, NET

A majority of the Company ’ s inventories are recorded at the lower of cost (primarily last in, first out, or “ LIFO ” ) or market or net realizable value, as applicable.

Approximately 81 % of the Company ’ s inventories were valued at the lower of LIFO cost or market at each of June 27, 2025 and September 30, 2024.

Interim LIFO determinations, including those at June 27, 2025, are based on management ’ s estimates of future inventory levels and costs for the remainder of the current fiscal year.

(in thousands) June 27, 2025 September 30, 2024

Approximately 82 % and 81 % of the Company ’ s inventories were valued at the lower of LIFO cost or market at each of December 26, 2025 and September 30, 2025.

Interim LIFO determinations, including those at December 26, 2025, are based on management ’ s estimates of future inventory levels and costs for the remainder of the current fiscal year.

(in thousands) December 26, 2025 September 30, 2025

Purchased materials and manufactured parts, net $ 107,188 $ 134,869

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Inventories, net $ 469,334 $ 484,845

Total inventories would be $ 7,272 higher and $ 14,425 lower than reported as of June 27, 2025 and September 30, 2024, respectively, if the first-in, first-out method was used for all inventories.

As of June 27, 2025, and September 30, 2024, the excess and obsolete inventory reserve was $ 40,437 and $ 29,176 , respectively.

Total inventories would be $ 11,855 higher and $ 8,995 higher than reported as of December 26, 2025 and September 30, 2025, respectively, if the first-in, first-out method was used for all inventories.

As of December 26, 2025, and September 30, 2025, the excess and obsolete inventory reserve was $ 22,313 and $ 23,192 , respectively.

PROPERTY, PLANT AND EQUIPMENT

As of June 27, 2025, and September 30, 2024, property, plant and equipment and accumulated depreciation were as follows:

(in thousands) June 27, 2025 September 30, 2024

As of December 26, 2025, and September 30, 2025, property, plant and equipment and accumulated depreciation were as follows:

(in thousands) December 26, 2025 September 30, 2025

Land $ 29,407 $ 29,766

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Property, plant and equipment, net $ 568,123 $ 594,266

Depreciation expense for the three months ended June 27, 2025 and June 28, 2024 totaled $ 18,925 and $ 16,716 , respectively.

Depreciation expense for the nine months ended June 27, 2025 and June 28, 2024 totaled $ 55,631 and $ 46,503 , respectively.

During the second quarter of fiscal 2025, the Company recorded non-cash impairment charges totaling $ 31,766 related to certain long-lived assets related to its HDPE pipe and conduit products, primarily fixed assets and definite-lived intangible assets.

An impairment charge of $ 2,918 was recorded to buildings and related improvements, $ 8,662 was recorded to construction in progress, $ 1,548 was recorded to leasehold improvements and $ 18,638 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 nine months ended June 28, 2024.

As a result of the asset impairment charge, 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 $ 13,257 , as well as an equivalent reduction in gross fixed assets for an equal amount.

Depreciation expense for the three months ended December 26, 2025 and December 27, 2024 totaled $ 29,808 and $ 17,634 , respectively.

GOODWILL AND INTANGIBLE ASSETS

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

Divestiture ( 756 ) — ( 756 )

Exchange rate effects 273 118 391

Balance as of June 27, 2025 $ 261,546 $ 52,645 $ 314,191

Goodwill balances as of June 27, 2025 included $ 5,645 and $ 43,000 of accumulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively.

Balance as of December 26, 2025 $ 261,116 $ 33,760 $ 294,876

Goodwill balances as of December 26, 2025 included $ 5,645 and $ 61,885 of accumulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively.

The Company assesses the recoverability of goodwill and indefinite-lived trade names on an annual basis in accordance with ASC 350, “ Intangibles - Goodwill and Other.

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

June 27, 2025 September 30, 2024

December 26, 2025 September 30, 2025

(in thousands) Weighted Average Useful Life (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value

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Total $ 519,022 $ ( 364,338 ) $ 154,684 $ 519,756 $ ( 358,998 ) $ 160,758

During the second quarter of fiscal 2025, the Company recorded non-cash impairment charges totaling $ 92,397 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 charge, 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 $ 65,404 , as well as an equivalent reduction in gross intangibles for an equal amount.

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 nine months ended June 27, 2025.

Amortization expense for the three months ended June 27, 2025 and June 28, 2024 was $ 10,108 and $ 13,216 , respectively.

Included in the table above are the effects of changes in exchange rates, which were not material for the three months ended December 26, 2025.

Amortization expense for the three months ended December 26, 2025 and December 27, 2024 was $ 6,310 and $ 11,699 , respectively.

Expected amortization expense for intangible assets for the remainder of fiscal 2026 and over the next five years and thereafter is as follows:

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

Debt as of June 27, 2025 and September 30, 2024 was as follows:

(in thousands) June 27, 2025 September 30, 2024

Debt as of December 26, 2025 and September 30, 2025 was as follows:

(in thousands) December 26, 2025 September 30, 2025

ABL Credit Facility $ — $ —

Senior Secured Term Loan Facility due May 26, 2028 372,167 371,952

Senior Secured Term Loan Facility due September 29, 2032 370,712 370,628

Senior Notes due June 2031 400,000 400,000

Deferred financing costs ( 9,659 ) ( 10,096 )

Total debt $ 761,053 $ 760,532

Current portion 3,730 3,730

Long-term debt $ 757,323 $ 756,802

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AII is the borrower under the ABL Credit Facility which is guaranteed by the Company and all other subsidiaries of the Company (other than AII) that are guarantors of the Senior Notes (as defined below).

AII ’ s availability under the ABL Credit Facility was $ 325,000 as of each of June 27, 2025 and September 30, 2024.

AII’s availability under the ABL Credit Facility was $ 325,000 as of each of December 26, 2025 and September 30, 2025.

The ABL Credit Facility uses a forward-looking interest rate based on the Secured Overnight Financing Rate (“SOFR”) consisting of an applicable margin ranging from 1.25 % to 1.75 % and a credit spread adjustment of 0.10 %.

On April 30, 2025, AII, a wholly owned subsidiary of the Company, entered into a Fourth Amendment to its existing Credit Agreement, dated as of August 28, 2020, which, among other things, (i) extended the maturity of the facility to the earlier of April 30, 2030 or 91 days prior to the maturity date of the existing senior term loan facility if at least $ 100,000 of obligations remain outstanding under the existing senior secured term loan facility on such date and (ii) amended certain terms and thresholds with respect to the Company’s borrowing base capacity.

The senior secured term loan facility will mature on May 26, 2028 and borrowings thereunder bearing interest at the rate of forward-looking interest rate based on the “SOFR”, 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.

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.

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 %.

Senior Notes - On May 26, 2021, the Company completed the issuance and sale of the $ 400,000 aggregate principal amount of 4.25 % Senior Notes due 2031 (the “Senior Notes”) in a private offering.

10 unchanged sentences

The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles.

The Company had no active forward currency contracts or other derivative instruments as of June 27, 2025 or September 30, 2024.

The Company had no active forward currency contracts or other derivative instruments as of December 26, 2025, or September 30, 2025.

The following table presents the Company ’ s assets and liabilities measured at fair value:

June 27, 2025 September 30, 2024

December 26, 2025 September 30, 2025

(in thousands) Level 1 Level 2 Level 1 Level 2

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The estimated fair value of financial instruments not carried at fair value in the condensed consolidated balance sheets were as follows:

June 27, 2025 September 30, 2024

December 26, 2025 September 30, 2025

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

Senior Secured Term Loan Facility due May 26, 2028 $ 373,000 $ 371,911 $ 373,000 $ 373,000

Senior Secured Term Loan Facility due September 29, 2032 $ 373,000 $ 374,399 $ 373,000 $ 371,135

Senior Notes due June 2031 400,000 384,260 400,000 373,164

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

Impairment Charge related to HDPE Assets

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

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

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

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

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

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

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

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

COMMITMENTS AND CONTINGENCIES

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

As of June 27, 2025, such obligations were $ 334,206 for the rest of fiscal year 2025 and $ 16,927 for fiscal year 2026 and beyond.

As of December 26, 2025, such obligations were $ 230,331 for the rest of fiscal year 2026 and $ 16,000 for fiscal year 2027 and beyond.

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

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

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

vigorously defend itself.

During the quarter, a proposed settlement was announced between OPIS and plaintiffs obligating OPIS to pay certain monies and to cooperate with plaintiffs.

The Court has preliminarily approved the settlement and set August 18, 2025 as the due date for amended complaints.

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

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

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

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

Notice of the settlement has been sent to class members who now have the opportunity to opt out.

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 is complete.

At this stage of the antitrust litigation, the Company cannot reasonably estimate the range of possible loss or 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 a grand jury subpoena issued by 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.

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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.

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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 was filed in December 2025.

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.

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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.

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

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 seek damages in an unspecified amount and other relief.

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

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

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

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

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.

On the basis of information currently available to the Company, it does not believe that existing Other Matters 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.

The Company had no outstanding letters of credit as of June 27, 2025.

The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $ 44,170 as of June 27, 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 had no outstanding letters of credit as of December 26, 2025.

The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $ 44,381 as of December 26, 2025.

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.

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SEGMENT INFORMATION

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

Electrical and Safety & Infrastructure.

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

The Company reviews the results of its operating segments separately for the purpose 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.

2 unchanged sentences

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

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

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

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

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

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Three months ended

June 27, 2025 June 28, 2024

(in thousands) External Net Sales Intersegment Sales Adjusted EBITDA External Net Sales Intersegment Sales Adjusted EBITDA

Electrical $ 521,306 $ 2 $ 81,235 $ 605,955 $ 7 $ 182,568

Safety & Infrastructure 213,739 224 30,731 216,409 615 30,042

Eliminations — ( 226 ) — ( 622 )

Consolidated operations $ 735,045 $ — $ 822,364 $ —

Nine months ended

June 27, 2025 June 28, 2024

December 26, 2025 December 27, 2024

(in thousands) External Net Sales Intersegment Sales Adjusted EBITDA External Net Sales Intersegment Sales Adjusted EBITDA

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Consolidated operations $ 655,548 $ — $ 661,597 $ —

As described in Note 14 “Fair Value Measurements,” the Company recorded an asset impairment charge of $ 127,733 , which was recorded against the assets of the Electrical segment.

(in thousands) June 27, 2025 September 30, 2024

Electrical $ 1,651,323 $ 1,773,937

Safety & Infrastructure 769,243 769,527

Unallocated 496,586 477,939

Consolidated operations $ 2,917,152 $ 3,021,403

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

Three months ended

December 26, 2025 December 27, 2024

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

Net Sales $ 469,554 $ 186,253 $ 465,355 $ 196,724

Cost of sales ( 373,584 ) ( 151,981 ) ( 324,141 ) ( 168,407 )

Selling, general and administrative expenses ( 53,491 ) ( 21,415 ) ( 53,232 ) ( 19,603 )

Other Segment Items (a) 12,623 17,330 4,405 6,865

Adjusted EBITDA $ 55,102 $ 30,187 $ 92,387 $ 15,579

(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 Income before income taxes:

Three months ended Nine months ended

(in thousands) June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Three months ended

(in thousands) December 26, 2025 December 27, 2024

Operating segment Adjusted EBITDA

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Unallocated expenses (a) ( 16,143 ) ( 8,816 )

( 12,045 ) ( 6,485 ) ( 31,459 ) ( 26,201 )

Depreciation and amortization ( 36,118 ) ( 29,333 )

Interest expense, net ( 6,899 ) ( 8,209 )

Loss on sale of business — — ( 6,101 ) —

Asset impairment charges — — ( 127,733 ) —

Stock-based compensation ( 4,020 ) ( 6,097 )

321 ( 3,813 ) ( 465 ) ( 7,465 )

Other (b) ( 6,610 ) 3,085

Income before income taxes $ 15,499 $ 58,596

(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, (gain) loss on disposal of property, plant and equipment, (gain) loss on assets held for sale, realized or unrealized (gain) loss on foreign currency impacts of intercompany loans, insurance recoveries, transaction costs and restructuring costs.

The Company ’ s net sales by geography were as follows for the three and nine months ended June 27, 2025 and June 28, 2024:

Three months ended Nine months ended

(in thousands) June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

(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 13, “Goodwill and Intangible Assets” in the form 10-K filed November 26, 2025 for additional information), realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, transaction and restructuring costs.

Capital Expenditures Total Assets

(in thousands) December 26, 2025 December 27, 2024 December 26, 2025 December 27, 2024

Electrical $ 6,419 $ 21,933 $ 1,500,040 $ 1,758,885

Safety & Infrastructure 3,509 6,730 655,525 755,727

Unallocated (a) 1,830 12,632 633,016 447,133

Consolidated operations $ 11,758 $ 41,295 $ 2,788,581 $ 2,961,745

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

The Company ’ s long-lived assets and net sales by geography were as follows for the three months ended December 26, 2025 and December 27, 2024:

Three months ended

Long-Lived Assets Net Sales

(in thousands) December 26, 2025 December 27, 2024 December 26, 2025 December 27, 2024

United States $ 652,177 $ 760,771 $ 565,761 $ 573,360

3 unchanged sentences

Total $ 719,041 $ 830,541 $ 655,548 $ 661,597

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 either period for the three and nine months ended June 27, 2025 and June 28, 2024:

Three months ended Nine months ended

(in thousands) June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

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 either period for the three months ended December 26, 2025 and December 27, 2024:

Three months ended

(in thousands) December 26, 2025 December 27, 2024

Metal Electrical Conduit and Fittings $ 118,356 $ 102,205

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SUBSEQUENT EVENTS

On July 30, 2025, Atkore’s Board of Directors approved a quarterly dividend payment of $ 0.33 per share of common stock payable on August 29, 2025 to stockholders of record on August 19, 2025.

On August 4, 2025, William E.

Waltz, Jr., President and Chief Executive Officer, notified the Company’s Board of Directors of his intention to retire.

Waltz intends to continue to serve as President and CEO until a successor is appointed.

On January 28, 2026, Atkore’s Board of Directors approved a quarterly dividend payment of $ 0.33 per share of common stock payable on February 27, 2026 to stockholders of record on February 17, 2026.

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

What changed 10-Q

Item 1. Financial Statements