What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-06 compared with 2026-02-03 · 315 added, 124 removed, 433 unchanged (50% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended

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

Three months ended Six months ended

(in thousands, except per share data) Note March 27, 2026 March 28, 2025 March 27, 2026 March 28, 2025

Net sales $ 731,377 $ 701,725 $ 1,386,925 $ 1,363,322

3 unchanged sentences

Intangible asset amortization 13 6,282 10,166 12,593 21,864

Operating income 20,071 67,938

Asset impairment charges 4,6 11,553 127,733 11,553 127,733

Operating income (loss) 10,367 ( 51,822 ) 30,438 16,116

Interest expense, net 6,985 8,261 13,884 16,470

Other (income) expense, net 6 ( 2,327 ) 1,133

Income before income taxes 15,499 58,596

Income tax expense 7 465 12,260

Net income $ 15,034 $ 46,336

Net income per share

Litigation settlement expense 16 136,500 — 136,500 —

Other expense, net 7 25,612 6,426 23,285 7,559

Income (loss) before income taxes ( 158,730 ) ( 66,509 ) ( 143,231 ) ( 7,913 )

Income tax expense (benefit) 8 ( 34,657 ) ( 16,452 ) ( 34,192 ) ( 4,193 )

Net income (loss) $ ( 124,073 ) $ ( 50,057 ) $ ( 109,039 ) $ ( 3,720 )

Net income (loss) per share

Basic 9 $ ( 3.68 ) $ ( 1.47 ) $ ( 3.25 ) $ ( 0.11 )

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended

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

Net income $ 15,034 $ 46,336

Three months ended Six months ended

(in thousands) Note March 27, 2026 March 28, 2025 March 27, 2026 March 28, 2025

Net income (loss) $ ( 124,073 ) $ ( 50,057 ) $ ( 109,039 ) $ ( 3,720 )

Other comprehensive (loss) income, net of tax:

2 unchanged sentences

Total other comprehensive (loss) income 10 ( 2,009 ) 6,707 784 ( 10,783 )

Comprehensive income $ 17,827 $ 28,846

Comprehensive income (loss) $ ( 126,082 ) $ ( 43,350 ) $ ( 108,255 ) $ ( 14,503 )

See Notes to unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(in thousands, except share and per share data) Note March 27, 2026 September 30, 2025

Current Assets:

3 unchanged sentences

Inventories, net 11 401,063 484,845

Income tax assets 157,525 79,547

Prepaid expenses and other current assets 89,781 82,678

Assets held for sale 4 64,944 —

Total current assets 1,713,501 1,600,804

14 unchanged sentences

Lease obligations 26,420 26,995

Liabilities held for sale 4 21,203 —

Accrued settlement liabilities 16 136,500 —

Other current liabilities 78,223 74,098

5 unchanged sentences

Total Liabilities 1,567,479 1,453,581

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

Common stock, $ 0.01 par value, 1,000,000,000 shares authorized, 33,767,094 and 33,665,258 shares issued and outstanding as of March 27, 2026 and September 30, 2025, respectively

Additional paid-in capital 539,899 526,600

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended

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

Six months ended

(in thousands) Note March 27, 2026 March 28, 2025

Operating activities:

Net income $ 15,034 $ 46,336

Net income (loss) $ ( 109,039 ) $ ( 3,720 )

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

1 unchanged sentence

Deferred income taxes 8 348 ( 33,428 )

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

Asset impairment charges 15 11,553 127,733

(Gain) loss on sale of business 3 ( 2,275 ) 6,101

Loss on assets held for sale 4 25,664 349

Stock-based compensation 16,868 13,810

Amortization of right-of-use assets 17,467 16,412

Provision for doubtful accounts and inventory 16,230 ( 677 )

Legal settlement expense 136,500 —

Other non-cash adjustments to net income 1,667 635

12 unchanged sentences

Proceeds from sale of a business 3 18,388 6,711

Proceeds from insurance claims

Other, net ( 292 ) 7,132

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

Net cash used in investing activities ( 8,130 ) ( 48,022 )

Financing activities:

Repayments of long-term debt 14 ( 932 ) —

Issuance of common stock, net of shares withheld for tax ( 3,568 ) ( 5,835 )

8 unchanged sentences

See Notes to unaudited condensed consolidated financial statements.

Three months ended

December 26, 2025 December 27, 2024

Six months ended

March 27, 2026 March 28, 2025

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 — — — ( 124,073 ) — ( 124,073 )

Other comprehensive income — — — — ( 2,009 ) ( 2,009 )

Stock-based compensation — — 12,848 — — 12,848

Issuance of common stock, net of shares withheld for tax 17 — ( 101 ) — — ( 101 )

Repurchase of common stock — — — — — —

Dividends declared — — — ( 11,038 ) — ( 11,038 )

Balance as of March 27, 2026 33,767 $ 338 $ 539,899 $ 757,864 $ ( 17,204 ) $ 1,280,897

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

8 unchanged sentences

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

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

Other comprehensive loss — — — — 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

See Notes to unaudited condensed consolidated financial statements.

8 unchanged sentences

on February 16, 2021.

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

As of March 27, 2026, 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.

22 unchanged sentences

Additional disclosures are also required for income tax paid and the disaggregation of domestic and foreign income tax expense.

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.

The Company has adopted the standard in fiscal 2026 and will 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.

23 unchanged sentences

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 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.

For the six months ended March 27, 2026, the Company has recognized a reduction of revenue of $ 30,391 for the economic value of tax credits to be transferred and a benefit to cost of sales of $ 33,993 .

As of March 27, 2026, the Company had a liability of $ 18,167 for credits to be transferred or the value thereof.

As of March 27, 2026, 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.

2 unchanged sentences

The Company records its obligations related to these items within the Customer liabilities line on the condensed consolidated balance sheets.

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 condensed consolidated balance sheet.

The Company records amounts billed to customers for reimbursement of shipping and handling costs within revenue.

6 unchanged sentences

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

The transaction was structured as a stock sale.

The transaction was structured as an asset sale.

(in thousands) Tectron Tube

9 unchanged sentences

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

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

The transaction was structured as a stock sale.

(in thousands) Northwest Polymers

Cash consideration $ 6,711

Net assets divested 12,812

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 additional tax expense of $ 3,946 , which includes disallowed loss on the transaction of $ 1,101 and the write off of related deferred tax assets of $ 2,845 .

ASSETS HELD FOR SALE

In September 2025, the Company announced a strategic review that included the potential sale of its High-Density Polyethylene ("HDPE") pipe business.

During the second quarter of 2026, the Company's Board of Directors approved the sale and a potential buyer was identified.

As of March 27, 2026, all criteria under ASC 360-10-45-9 were met, and the Company's HDPE business (the "disposal group"), a component of the Electrical reportable segment, was classified as held for sale.

The disposal group did not meet the criteria for classification as a discontinued operation under ASC 205-20, and accordingly, the results of operations of the HDPE business are included in the Company's results from continuing operations for all periods presented.

On April 7, 2026, the Company completed the sale of the HDPE business to Infra Pipes Solutions U.S Corp.

Under the terms of the sale agreement, Atkore contributed its HDPE business, together with commitments to provide an additional approximately $ 28,000 of cash, in exchange for a retained 10 % equity interest in the combined entity and contingent consideration.

The disposal group, consisting of the associated assets and liabilities, is measured at the lower of carrying value or fair value less costs to sell.

Depreciation and amortization expense is not recorded for the period in which assets are classified as held for sale.

Goodwill of $ 6,500 associated with the HDPE business was determined to be fully impaired as of March 27, 2026, resulting in an impairment charge that is included in Asset impairments in the Condensed Consolidated Statements of Operations for the three and six months ended March 27, 2026.

After the impairment of the goodwill, the carrying value of the remaining net assets held for sale was greater than their fair value less costs to sell, resulting in a loss of $ 25,664 that is included in Other expense, net in the Condensed Consolidated Statements of Operations for the three and six months ended March 27, 2026.

The fair value less costs to sell of the disposal group was primarily determined using a discounted cash flows model but also considered information obtained through the bidding process.

The discounted cash flows model includes significant unobservable inputs, and is therefore classified as a Level 3 fair value measurement.

This fair value measurement is preliminary and subject to change as the Company finalizes its valuation analysis.

The following table presents the major classes of assets and liabilities classified as held for sale:

(in thousands) Assets held for sale at March 27, 2026

Accounts receivable, net 15,957

Inventory, net 25,273

Other current assets 586

Property, plant and equipment, net 18,697

Intangibles, net 21,048

Deferred tax assets 8,135

Right of use assets $ 912

Preliminary assets held for sale $ 90,608

Less valuation allowance $ ( 25,664 )

Assets held for sale $ 64,944

(in thousands) Liabilities held for sale at March 27, 2026

Accounts payable $ 12,668

Other accrued liabilities 3,573

Short term lease liabilities 1,546

Long term lease liabilities 3,416

Liabilities held for sale $ 21,203

POSTRETIREMENT BENEFITS

2 unchanged sentences

The net periodic benefit credit was as follows:

Three months ended

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

Three months ended Six months ended

(in thousands) March 27, 2026 March 28, 2025 March 27, 2026 March 28, 2025

Interest cost $ 1,118 $ 1,139 $ 2,236 $ 2,278

1 unchanged sentence

Amortization of actuarial loss 62 52 124 104

Net periodic benefit cost $ ( 74 ) $ 110

Net periodic benefit (credit) cost $ ( 74 ) $ 110 $ ( 148 ) $ 221

RESTRUCTURING CHARGES

8 unchanged sentences

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.

Charges 514 2,809 805 — 4,128

Utilization ( 603 ) ( 2,555 ) ( 309 ) — ( 3,467 )

Balance as of March 27, 2026 $ 429 $ 259 $ 1,406 $ — $ 2,094

The Company expects to utilize all restructuring accruals as of March 27, 2026 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

Three months ended Six months ended

(in thousands) March 27, 2026 March 28, 2025 March 27, 2026 March 28, 2025

Total restructuring charges, net $ 4,128 $ 595 $ 5,656 $ 916

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.

This resulted in an additional depreciation expense of $ 9,739 and $ 17,903 to be recognized in the three and six months ended March 27, 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

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

The Company additionally recognized a non-cash impairment charge of $ 3,774 pertaining to operating lease right-of-use assets, as well as $ 1,279 associated with construction-in-progress assets, in connection with the closure of plants and the subsequent winding down of operations.

OTHER EXPENSE, NET

Other expense, net consisted of the following:

Three months ended Six months ended

(in thousands) March 27, 2026 March 28, 2025 March 27, 2026 March 28, 2025

Loss on assets held for sale $ 25,664 $ 281 $ 25,664 $ 349

1 unchanged sentence

Pension-related benefits ( 52 ) 44 ( 104 ) 88

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

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

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.

Loss (gain) on sale of business — 6,101 ( 2,275 ) 6,101

Other expense, net $ 25,612 $ 6,426 $ 23,285 $ 7,559

In fiscal 2026, the Company divested Tectron Tube as well as operations in Russia, resulting in the Company recognizing a gain of $ 2,415 and a loss of $ 140 , respectively.

In fiscal 2025, the Company divested Northwest Polymers, resulting in the Company recognizing a loss of $ 6,101 .

As of March 27, 2026, the HDPE business met the criteria to be classified as held for sale.

Accordingly, the business was measured at fair value, resulting in the recognition of a valuation allowance of $ 25,664 .

see Note 4, “Assets Held for Sale” for additional details.

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 March 27, 2026 and March 28, 2025, the Company’s effective tax rate attributable to income before income taxes was 21.8 % and 24.7 %, respectively.

For the three months ended March 27, 2026 and March 28, 2025, the Company had income tax benefits of $ 34,657 and $ 16,452 , respectively.

The decrease in the current period effective tax rate was driven by the impact of the impairment of the HDPE long-lived assets recorded in the second quarter of fiscal 2025.

For the six months ended March 27, 2026 and March 28, 2025, the Company’s effective tax rate attributable to income before income taxes was 23.9 % and 53.0 %, respectively.

For the six months ended March 27, 2026 and March 28, 2025, the Company had income tax benefits of $ 34,192 and $ 4,193 , respectively.

The decrease in the current period effective tax rate was driven by the impact of the impairment of the HDPE long-lived assets and divestiture of Northwest Polymers LLC in the second quarter of fiscal 2025.

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

8 unchanged sentences

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 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

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

Three months ended Six months ended

(in thousands, except per share data) March 27, 2026 March 28, 2025 March 27, 2026 March 28, 2025

Net income (loss) $ ( 124,073 ) $ ( 50,057 ) $ ( 109,039 ) $ ( 3,720 )

Undistributed earnings allocated to participating securities — — — —

Net income available to common shareholders $ 14,957 $ 45,779

Net income (loss) available to common shareholders $ ( 124,073 ) $ ( 50,057 ) $ ( 109,039 ) $ ( 3,720 )

Basic weighted average common shares outstanding 33,761 34,074 33,734 34,428

1 unchanged sentence

Non-participating employee stock options (1)

198 216 199 232

Diluted weighted average common shares outstanding 33,959 34,290 33,933 34,660

Basic earnings per share $ 0.44 $ 1.32

Diluted earnings per share $ 0.44 $ 1.31

Basic earnings (loss) per share $ ( 3.68 ) $ ( 1.47 ) $ ( 3.25 ) $ ( 0.11 )

Diluted earnings (loss) per share $ ( 3.65 ) $ ( 1.46 ) $ ( 3.21 ) $ ( 0.11 )

(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 months ended December 26, 2025 and December 27, 2024.

There were no anti-dilutive options outstanding during the three and six months ended March 27, 2026 and March 28, 2025.

ACCUMULATED OTHER COMPREHENSIVE LOSS

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.

The following tables present the changes in accumulated other comprehensive loss by component for the three months ended March 27, 2026 and March 28, 2025.

(in thousands) Defined Benefit

1 unchanged sentence

Adjustments Total

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

Balance as of December 26, 2025

$ ( 10,366 ) $ ( 4,829 ) $ ( 15,195 )

Other comprehensive income before reclassifications — ( 2,058 ) ( 2,058 )

1 unchanged sentence

comprehensive income, net of tax 49 — 49

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

Net current period other comprehensive income (loss) 49 ( 2,058 ) ( 2,009 )

Balance as of March 27, 2026

$ ( 10,317 ) $ ( 6,887 ) $ ( 17,204 )

(in thousands) Defined Benefit

Pension Items Currency

Adjustments Total

Balance as of December 27, 2024

$ ( 10,366 ) $ ( 26,218 ) $ ( 36,584 )

Other comprehensive loss before reclassifications — 6,666 6,666

Amounts reclassified from accumulated other

comprehensive loss, net of tax 41 — 41

Net current period other comprehensive income 41 6,666 6,707

Balance as of March 28, 2025

$ ( 10,325 ) $ ( 19,552 ) $ ( 29,877 )

The following tables present the changes in accumulated other comprehensive loss by component for the six months ended March 27, 2026 and March 28, 2025.

(in thousands) Defined Benefit

2 unchanged sentences

Balance as of September 30, 2025

$ ( 10,414 ) $ ( 7,574 ) $ ( 17,988 )

Other comprehensive loss before reclassifications — 687 687

Amounts reclassified from accumulated other

comprehensive loss, net of tax 97 — 97

Net current period other comprehensive income 97 687 784

Balance as of March 27, 2026

$ ( 10,317 ) $ ( 6,887 ) $ ( 17,204 )

(in thousands) Defined Benefit

Pension Items Currency

Adjustments Total

Balance as of September 30, 2024

$ ( 10,408 ) $ ( 8,686 ) $ ( 19,094 )

Other comprehensive income before reclassifications — ( 10,866 ) ( 10,866 )

2 unchanged sentences

Net current period other comprehensive income 83 ( 10,866 ) ( 10,783 )

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

Balance as of March 28, 2025

$ ( 10,325 ) $ ( 19,552 ) $ ( 29,877 )

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 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

Approximately 79 % and 81 % of the Company ’ s inventories were valued at the lower of LIFO cost or market at each of March 27, 2026 and September 30, 2025.

Interim LIFO determinations, including those at March 27, 2026, are based on management ’ s estimates of future inventory levels and costs for the remainder of the current fiscal year.

(in thousands) March 27, 2026 September 30, 2025

Purchased materials and manufactured parts, net $ 96,752 $ 134,869

2 unchanged sentences

Inventories, net $ 401,063 $ 484,845

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.

Total inventories would be $ 31,807 higher and $ 8,995 higher than reported as of March 27, 2026 and September 30, 2025, respectively, if the first-in, first-out method was used for all inventories.

During the three months ended March 27, 2026, inventory quantities in specific pools were lower at the end of the period than the quantities at the beginning of the period.

This reduction resulted in a liquidation of LIFO inventory quantities carried at net higher 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 increased cost of goods sold and decreasing operating income of approximately $ 2,630 .

As of March 27, 2026, and September 30, 2025, the excess and obsolete inventory reserve was $ 29,590 and $ 23,192 , respectively.

PROPERTY, PLANT AND EQUIPMENT

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

As of March 27, 2026 and September 30, 2025, property, plant and equipment and accumulated depreciation were as follows:

(in thousands) March 27, 2026 September 30, 2025

Land $ 30,130 $ 29,766

7 unchanged sentences

Property, plant and equipment, net $ 534,709 $ 594,266

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

Depreciation expense for the three months ended March 27, 2026 and March 28, 2025 totaled $ 27,058 and $ 19,072 , respectively.

Depreciation expense for the six months ended March 27, 2026 and March 28, 2025 totaled $ 56,866 and $ 36,706 , respectively.

GOODWILL AND INTANGIBLE ASSETS

2 unchanged sentences

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

Assets Held for Sale ( 6,500 ) — ( 6,500 )

Exchange rate effects ( 467 ) 15 ( 452 )

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.

Balance as of March 27, 2026 $ 253,876 $ 33,657 $ 287,533

Goodwill balances as of March 27, 2026 included $ 12,145 and $ 61,885 of accumulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively.

The Company designated its HDPE business as held for sale as of the quarter ended March 27, 2026.

Consequently, an amount of $ 6,500 attributable to goodwill was allocated to the HDPE business unit.

This allocation of goodwill has been recognized within assets classified as held for sale.

Following the allocation of goodwill, the Company conducted an evaluation of the HDPE business for potential impairment and as a result, recognized an impairment of $ 6,500 .

See Note 4, “Assets Held for Sale” for additional details.

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.

1 unchanged sentence

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

December 26, 2025 September 30, 2025

March 27, 2026 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

7 unchanged sentences

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 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.

Included in the table above are the effects of changes in exchange rates, which were not material for the six months ended March 27, 2026.

Additionally, the Company reclassified $ 21,048 of intangible assets net of amortization related to the HDPE business to assets held for sale as described in Note 4, “Assets Held for Sale”.

Amortization expense for the three months ended March 27, 2026 and March 28, 2025 was $ 6,282 and $ 10,166 , respectively.

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

3 unchanged sentences

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

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

Debt as of March 27, 2026 and September 30, 2025 was as follows:

(in thousands) March 27, 2026 September 30, 2025

ABL Credit Facility $ — $ —

7 unchanged sentences

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 December 26, 2025 and September 30, 2025.

AII’s availability under the ABL Credit Facility was $ 325,000 as of each of March 27, 2026 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 %.

1 unchanged sentence

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.

On September 29, 2025, the Company entered into a new $ 373,000 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 $ 100,000 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 %.

8 unchanged sentences

Short-term forward currency contracts are recorded in either other current assets or other current liabilities and long-term forward currency contracts are recorded in either other long-term assets or other long-term liabilities in the condensed consolidated balance sheets.

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

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

The fair value gains and losses are included in Other expense, net, within the condensed consolidated statements of operations.

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

Cash flows associated with derivative financial instruments are recognized in the operating section of the condensed 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 Company had no active forward currency contracts or other derivative instruments as of December 26, 2025, or September 30, 2025.

The Company had no active forward currency contracts or other derivative instruments as of March 27, 2026, or September 30, 2025.

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

December 26, 2025 September 30, 2025

March 27, 2026 September 30, 2025

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

2 unchanged sentences

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

December 26, 2025 September 30, 2025

March 27, 2026 September 30, 2025

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

6 unchanged sentences

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

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.

As of March 27, 2026, such obligations were $ 193,733 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.

3 unchanged sentences

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., now Johnson Controls, Inc.

Legal Contingencies — 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, but other claims can and have been raised.

Except as reflected below, any recorded liabilities, including any changes to such liabilities for the six months ended March 27, 2026 and March 28, 2025, respectively, were not material to the condensed consolidated financial statements.

Claims, suits, investigations and proceedings are inherently uncertain, and it is not possible to predict the ultimate outcome of these matters.

It is the Company’s experience that damage amounts claimed in litigation against it are unreliable and unrelated to possible outcomes, and as such are not meaningful indicators of the Company’s potential liability.

Except to the extent reflected below, the Company believes the likelihood of material loss is remote and/or is unable to reasonably estimate any loss due to a number of factors, including considerations of the procedural status of the matter in question, and/or the ongoing discovery and development of information important to the matters.

Whether any losses, damages or remedies finally determined in any claim, suit, investigation or proceeding could reasonably have a material effect on the company’s business, financial condition, results of operations or cash flows will depend on a number of variables, including:

the timing and amount of such losses or damages;

the structure and type of any such remedies;

the significance of the impact of any such losses, damages or remedies;

and the unique facts and circumstances of the particular matter that may give rise to additional factors.

While the Company will continue to defend itself vigorously, it is possible that the Company’s business, financial condition, results of operations or cash flows could be affected in any particular period by the resolution of one or more of these matters.

The following is a summary of the more significant legal matters involving the Company.

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., 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.

1 unchanged sentence

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:

2 unchanged sentences

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 communications with each other.

Specifically, the

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

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

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

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

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.

The Court has not ruled on the pending motions to dismiss.

Procedurally, the case remains in an early stage.

Limited discovery has occurred and a stay on most discovery continues in place through July 1, 2026.

The Company has engaged in mediation sessions with two putative classes:

the Direct Purchaser Plaintiffs (“DPPs”) and Non-Converter Seller Purchaser Plaintiffs (“NCSPs”).

On April 28, 2026, the Company entered into proposed settlement agreements with these two putative classes of plaintiffs in In re:

PVC Pipe Antitrust Litigation.

Specifically, the Company agreed to pay (i) the putative class of DPPs $ 72.5 million and (ii) the putative class of NCSPs $ 64 million and, for each settling putative class, to provide certain negotiated cooperation.

The settlement agreements contain various other rights and obligations.

The Company has not admitted liability in connection with either proposed settlement.

The Settlement Agreements remain subject to preliminary and final approval by the Court.

The putative DPP and NCSP classes filed unopposed motions for preliminary approval of the settlement agreements on April 29, 2026, which remain pending before the Court.

The claims of the End User Plaintiffs, the third putative class in the Class Action Litigation, remain pending and no settlement discussions with this putative class have taken place.

The Company intends to vigorously defend itself against the claims asserted by the putative DPP and NCSP classes if the proposed settlements are not approved by the Court or are terminated according to their terms, and against the claims asserted by the remaining putative End User class.

There are differences between the classes including, but not limited to, the applicable legal framework applied to the individual classes.

The settlement amounts for the DPP and NCSP Plaintiffs are reflected as a non-operating expense and a current liability in the quarter ended March 27, 2026.

Although the Company views incurrence of a loss in this matter as probable in relation to the End User class of plaintiffs, the Company cannot reasonably estimate a range of such loss at this time.

Among the many considerations leading the Company to this conclusion, are the early procedural posture of the matter, the limited level of engagement between the parties, the lack of approved and finalized settlements, differing claims, circumstances and legal frameworks among the putative classes and uncertainties related to ongoing government investigations.

An adverse outcome in this antitrust 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.

5 unchanged sentences

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.

In October 2025, the DOJ intervened in In re:

PVC Pipe Antitrust Litigation and sought an order from the court staying most discovery in these matters for six months.

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

The DOJ subsequently moved to extend the stay through July 1, 2026, which extension was granted by the Court.

The DOJ investigation continues.

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.

1 unchanged sentence

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.

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 was filed in December 2025.

Those cases were consolidated, an amended complaint was filed in August 2025, and a further amended complaint was filed in December 2025.

The defendants moved to dismiss the complaint, and briefing on that motion is expected to be completed in June 2026.

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.

3 unchanged sentences

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

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

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

Waltz et al (N.D.

1 unchanged sentence

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 (“Other Matters”).

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 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.

Those lawsuits were consolidated and have been stayed.

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 on the securities or derivative litigation above.

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

The Company had no outstanding letters of credit as of March 27, 2026.

The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $ 25,328 as of March 27, 2026.

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.

10 unchanged sentences

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.

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.

12 unchanged sentences

Three months ended

December 26, 2025 December 27, 2024

March 27, 2026 March 28, 2025

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

3 unchanged sentences

Consolidated operations $ 731,377 $ — $ 701,725 $ —

Six months ended

March 27, 2026 March 28, 2025

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

Electrical $ 1,001,998 $ 13 $ 129,453 $ 958,025 $ 7 $ 183,330

Safety & Infrastructure 384,927 425 47,490 405,297 700 51,643

Eliminations — ( 438 ) — ( 707 )

Consolidated operations $ 1,386,925 $ — $ 1,363,322 $ —

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

March 27, 2026 March 28, 2025

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

5 unchanged sentences

(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.

Six months ended

March 27, 2026 March 28, 2025

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

Net Sales $ 1,002,011 $ 385,352 $ 958,031 $ 405,997

Cost of sales ( 788,721 ) ( 333,046 ) ( 682,345 ) ( 330,187 )

Selling, general and administrative expenses ( 110,094 ) ( 43,133 ) ( 111,185 ) ( 37,714 )

Other Segment Items (a) 26,257 38,317 18,829 13,547

Adjusted EBITDA $ 129,453 $ 47,490 $ 183,330 $ 51,643

(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

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

Three months ended Six months ended

(in thousands) March 27, 2026 March 28, 2025 March 27, 2026 March 28, 2025

Operating segment Adjusted EBITDA

3 unchanged sentences

Unallocated expenses (a)

( 10,601 ) ( 10,598 ) ( 26,744 ) ( 19,414 )

Depreciation and amortization ( 33,340 ) ( 29,238 ) ( 69,458 ) ( 58,571 )

Interest expense, net ( 6,985 ) ( 8,261 ) ( 13,884 ) ( 16,470 )

Restructuring charges ( 4,128 ) ( 595 ) ( 5,656 ) ( 916 )

Transaction costs ( 4,020 ) ( 174 ) ( 10,291 ) ( 209 )

Loss on assets held for sale ( 25,664 ) ( 281 ) ( 25,664 ) ( 349 )

Loss on sale of business — ( 6,101 ) 2,275 ( 6,101 )

Asset impairment charges ( 11,553 ) ( 127,733 ) ( 11,553 ) ( 127,733 )

Stock-based compensation ( 12,848 ) ( 7,713 ) ( 16,868 ) ( 13,810 )

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

Litigation settlement expense ( 136,500 ) — ( 136,500 ) —

( 4,745 ) ( 2,822 ) ( 5,831 ) 687

Income before income taxes $ ( 158,730 ) $ ( 66,509 ) $ ( 143,231 ) $ ( 7,913 )

(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.

(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, realized or unrealized (gain) loss on foreign currency impacts of intercompany loans and insurance recoveries.

The table below presents capital expenditures by segment for the six months ended March 27, 2026 and March 28, 2025, respectively.

Additionally presented are total assets by segment as of March 27, 2026 and September 30, 2025.

Capital Expenditures Total Assets

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

(in thousands) March 27, 2026 March 28, 2025 March 27, 2026 September 30, 2025

Electrical $ 14,366 $ 30,877 $ 1,497,298 $ 1,456,834

1 unchanged sentence

Unallocated (a)

2,873 13,293 690,268 673,932

Consolidated operations $ 26,226 $ 63,635 $ 2,848,376 $ 2,851,922

(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

(a) Unallocated capital expenditures represent those activities within the corporate departments.

Unallocated total assets includes corporate assets primarily consisting of cash, corporate prepaid assets, fixed assets and income tax-based assets

The Company ’ s net sales by geography were as follows for the three and six months ended March 27, 2026 and March 28, 2025:

Three months ended Six months ended

(in thousands) March 27, 2026 March 28, 2025 March 27, 2026 March 28, 2025

United States $ 619,057 $ 608,792 $ 1,184,819 $ 1,182,152

3 unchanged sentences

Total $ 731,377 $ 701,725 $ 1,386,925 $ 1,363,322

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

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

Long-Lived Assets

(in thousands) March 27, 2026 September 30, 2025

United States $ 614,373 $ 681,948

Other Americas 9,311 8,253

Europe 48,689 53,300

Asia-Pacific 6,919 7,445

Total $ 679,292 $ 750,946

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 six months ended March 27, 2026 and March 28, 2025:

Three months ended Six months ended

(in thousands) March 27, 2026 March 28, 2025 March 27, 2026 March 28, 2025

Metal Electrical Conduit and Fittings $ 128,981 $ 111,866 $ 247,337 $ 214,071

12 unchanged sentences

SUBSEQUENT EVENTS

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.

On April 7, 2026, the Company completed the sale of its HDPE business, which had been classified as held for sale as of March 27, 2026.

See Note 4, “Assets Held for Sale” for additional details.

On April 28, 2026, the Company entered into settlement agreements (the "Settlement Agreements") with two of the three putative classes in a case captioned In re PVC Pipe Antitrust Litigation (“Class Action Litigation”).

These two classes were the Direct Purchaser Plaintiffs ("DPP Plaintiffs") and the Non-Converter Seller Purchaser Plaintiffs ("NCSP" Plaintiffs) (together, the "DPP and NCSP Plaintiffs"), individually and on behalf of the putative DPP and NCSP Plaintiff class members.

The Settlement Agreements totaled $ 136.5 million and was recognized in the Company’s financial statements for the quarter ended March 27, 2026.

On April 30, 2026, Atkore’s Board of Directors approved a quarterly dividend payment of $ 0.33 per share of common stock payable on May 29, 2026 to stockholders of record on May 19, 2026.

On April 30, 2026, the Company completed the sale of its Vergo Coating SRL and Vergo Galva NV businesses in Belgium.

These businesses did not meet the criteria to be classified as assets held for sale as of March 27, 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