What changed in this filing

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Item 1. Financial Statements

2026-08-04 compared with 2026-05-06 · 243 added, 196 removed, 552 unchanged (44% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

Three months ended Nine months ended

(in thousands, except per share data) Note June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025

Net sales $ 794,800 $ 735,045 $ 2,181,724 $ 2,098,367

4 unchanged sentences

Asset impairment charges — — 11,553 127,733

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

Operating income 63,990 63,813 94,427 79,930

Interest expense, net 6,948 8,873 20,832 25,343

Litigation settlement expense 16 50,000 — 186,500 —

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

Other expense (income), net 7 12,601 ( 150 ) 35,886 7,409

Income (loss) before income taxes ( 5,559 ) 55,090 ( 148,791 ) 47,178

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended Six months ended

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

Three months ended Nine months ended

(in thousands) Note June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025

Net income (loss) $ 745 $ 42,962 $ ( 108,295 ) $ 39,243

6 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(in thousands, except share and per share data) Note June 26, 2026 September 30, 2025

Current Assets:

5 unchanged sentences

Prepaid expenses and other current assets 67,979 82,678

Assets held for sale 4 64,944 —

Total current assets 1,525,473 1,600,804

4 unchanged sentences

Deferred tax assets 70,335 35,863

Equity Method Investment 4 54,000 —

Other long-term assets 24,401 9,067

8 unchanged sentences

Lease obligations 26,677 26,995

Liabilities held for sale 4 21,203 —

Accrued settlement liabilities 50,000 —

6 unchanged sentences

Total Liabilities 1,467,307 1,453,581

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

Common stock, $ 0.01 par value, 1,000,000,000 shares authorized, 33,772,550 and 33,665,258 shares issued and outstanding as of June 26, 2026 and September 30, 2025, respectively

Additional paid-in capital 547,671 526,600

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended

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

Nine months ended

(in thousands) Note June 26, 2026 June 27, 2025

Operating activities:

4 unchanged sentences

Asset impairment charges 11,553 127,733

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

Loss on sale of business 3 10,378 6,101

Loss on assets held for sale 3 25,664 154

2 unchanged sentences

Provision for doubtful accounts and inventory 16,457 9,469

Legal settlement expense 136,500 —

Other non-cash adjustments to net income 2,276 888

Changes in operating assets and liabilities, net of effects from acquisitions

Changes in operating assets and liabilities, net of effects from acquisitions and divestitures

Accounts receivable ( 163,411 ) ( 64,497 )

2 unchanged sentences

Accounts payable 17,032 ( 24,080 )

Accrued legal settlement expense 16 50,000 —

Accrued and other liabilities ( 15,058 ) 30,279

5 unchanged sentences

Capital expenditures ( 40,399 ) ( 84,920 )

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

Proceeds from sale of a business, net of costs 29,287 6,711

Proceeds from sale of properties and equipment — 7,137

Proceeds from insurance claims

Other, net ( 292 ) 7,132

Investment in business ( 15,000 ) —

Net cash used in investing activities ( 26,112 ) ( 69,302 )

1 unchanged sentence

Repayments of long-term debt 14 ( 1,865 ) —

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

Issuance of common stock, net of shares withheld for tax ( 3,467 ) ( 5,900 )

8 unchanged sentences

See Notes to unaudited condensed consolidated financial statements.

Six months ended

March 27, 2026 March 28, 2025

Nine months ended

June 26, 2026 June 27, 2025

Supplementary Cash Flow Information

19 unchanged sentences

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

Net income — — — 745 — 745

Other comprehensive income — — — — ( 2,041 ) ( 2,041 )

Stock-based compensation — — 7,671 — — 7,671

Issuance of common stock, net of shares withheld for tax 6 — 101 — — 101

Repurchase of common stock — — — — — —

Dividends declared — — — ( 11,142 ) — ( 11,142 )

Balance as of June 26, 2026 33,773 $ 338 $ 547,671 $ 747,467 $ ( 19,245 ) $ 1,276,231

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

15 unchanged sentences

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

See Notes to unaudited condensed consolidated financial statements.

8 unchanged sentences

on February 16, 2021.

As of March 27, 2026, Atkore was the sole stockholder of Atkore International Inc.

As of June 26, 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.

40 unchanged sentences

As such, the benefit of the solar energy tax credits is recognized as a reduction of cost of sales.

The Company has contractual arrangements with certain customers to transfer a portion of the tax credits or to otherwise provide a rebate based on an agreed-upon value of the tax credits generated.

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

(1) transfer the promised goods;

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

The Company allocates the total value of these transactions between the two performance obligations.

As a result of this allocation, the Company recognizes a reduction to revenue, similar to a rebate.

For arrangements with no transfer of tax credits there is only a single performance obligation to transfer the promised goods and a rebate, which is recognized as a reduction of revenue, is granted based on the agreed-upon value of the tax credits generated.

The Company has contractual arrangements with certain customers to provide a rebate based on an agreed-upon value of the tax credits generated.

This rebate is recognized as a reduction of revenue based on the agreed-upon value of the tax credits generated.

The solar energy tax credit receivable is recorded in Prepaid expenses and Other current assets and the liability to transfer the defined portion of the tax credits or the economic value thereof is recorded in Customer Liabilities.

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.

For the nine months ended June 26, 2026, the Company has recognized a reduction of revenue of $ 46,735 for the economic value of tax credits to be transferred and a benefit to cost of sales of $ 51,874 .

As of June 26, 2026, the Company had a liability of $ 16,805 for credits to be transferred or the value thereof.

As of June 26, 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.

10 unchanged sentences

See Note 18, “Segment Information” for revenue disaggregated by geography and product categories.

On April 30, 2026, the Company sold Vergo Galva NV and Vergo Coating SRL (“Vergo G&C”).

The transaction was structured as a stock sale.

(in thousands) Vergo G&C

Cash consideration $ 11,931

Holdback receivable 85

Net assets divested 13,220

Loss on sale of business $ ( 1,204 )

Net assets divested included fixed assets, net of $ 7,055 , cash of $ 4,293 , goodwill of $ 1,506 , working capital of $ 1,271 , other liabilities of $ 910 , right-of-use assets and lease liabilities of $ 239 and $ 240 , respectively and other long-term assets of $ 7 .

For consideration, the Company received cash of $ 11,931 and a holdback receivable of $ 85 , payable once certain conditions are met.

On April 7, 2026, the Company completed the sale of its High-Density Polyethylene (“HDPE”) pipe business.

The transaction was structured as an asset sale.

Consideration received consisted of a 9.9 % equity interest in the combined entity, Infra Pipes U.S Corp (“Infra Pipes”), and the right to receive additional consideration of up to $ 28,000 if Infra Pipes achieves specified future performance targets.

(in thousands) HDPE

Consideration received:

Fair value of 9.9 % equity interest in Infra Pipes

Fair value of contingent consideration 9,400

Net book value 45,897

Initial portion of cash funding commitment 1

Deferred portion of cash funding 1,2

Loss on sale of business $ ( 10,497 )

Certain aspects of total consideration received have yet to result in cash inflows and outflows and therefore reflect non-cash investing activities within the Company’s Consolidated Statement of Cash Flows for the nine months ended June 26, 2026.

The Company committed to fund Infra Pipe with a total of $ 28,000 of cash, $ 15,000 of which was due upon closing and $ 13,000 due within 90 days.

The deferred portion remained unpaid as of June 26, 2026 and reported within Other current liabilities on the Condensed Consolidated Balance Sheets as of June 26, 2026 and will be paid in the fourth quarter of fiscal 2026.

See Note 19, “Subsequent Events” for payment details

During the second quarter of 2026, the Company classified the HDPE business, which was previously included in the Electrical reportable segment, as held for sale.

The HDPE business did not qualify as discontinued operations.

As a result, the Company measured the assets and liabilities of the HDPE business disposal group at the lower of carrying value or fair value less costs to sell, resulting in a $ 6,500 goodwill impairment included in Asset impairments and a $ 25,664 loss included in Other expense (income), net in the Condensed Consolidated Statements of Operations for the nine months ended June 26, 2026.

Upon completion of the sale during the third quarter of 2026, the Company recorded an additional loss of $ 10,497 included in Other expense (income), net in the Condensed Consolidated Statements of Operations for the three and nine months ended June 26, 2026.

The 9.9 % equity interest in Infra Pipes was initially recorded at estimated fair value using a discounted cash flow model and is accounted for under the equity method of accounting.

See Note 4, “Equity Method Investment” for additional details.

The contingent consideration will be paid if certain financial targets are achieved by Infra Pipes and is recorded as a derivative asset at fair value within Other long-term assets on the Condensed Consolidated Balance Sheets as of June 26, 2026.

The initial fair value of the derivative was estimated using a correlated Monte Carlo simulation within an option pricing framework and there was no change in its estimated fair value from initial recognition through quarter end.

Accordingly, no gain or loss was recognized during the three and nine months ended June 26, 2026 related to the derivative.

See Note 15, “Fair Value Measurements” for details.

The discounted cash flow model and the Monte Carlo simulation used to estimate the fair value of the 9.9 % equity interest in Infra Pipes and the contingent consideration include significant unobservable inputs and are therefore classified as Level 3 fair value measurements.

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

8 unchanged sentences

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

During the third quarter of fiscal 2026, the Company finalized the post-closing net working capital adjustment related to the sale of Tectron Tube.

The settlement resulted in a decrease to consideration received of $ 953 , which was recognized as an adjustment to the gain on sale of business during the quarter.

In addition, the Company received payment on the note receivable during the third quarter.

(in thousands) Tectron Tube

Gain on sale previously recognized $ 2,415

Net working capital true-up 953

Final gain on sale $ 1,462

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

9 unchanged sentences

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.

EQUITY METHOD INVESTMENT

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

As a result of the transaction, the Company received a 9.9 % equity interest in Infra Pipes and contingent consideration.

See Note 3, “Divestitures” for additional details.

The Company’s 9.9 % equity interest in Infra Pipes was initially recorded at fair value within Equity Method Investment on the Condensed Consolidated Balance Sheets as of June 26, 2026, and will subsequently be accounted for under the equity method of accounting because the Company has significant influence, primarily through its representation on Infra Pipes’ board of directors, but not a controlling interest.

Infra Pipes is a private North American manufacturer of polyethylene pipe and conduit products serving water, sewer, gas, telecommunications, mining and energy markets.

Infra Pipes’ financial information is not available in time for concurrent reporting in the Company’s consolidated financial statements.

Therefore, the Company reports the equity method effects for Infra Pipes on a one-quarter lag.

The Company’s earnings for the fourth quarter of 2026 will include the Company’s equity method share of Infra Pipes third quarter earnings.

POSTRETIREMENT BENEFITS

2 unchanged sentences

The net periodic benefit credit was as follows:

Three months ended Six months ended

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

Three months ended Nine months ended

(in thousands) June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025

Interest cost $ 1,118 $ 1,139 $ 3,354 $ 3,417

15 unchanged sentences

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.

Charges 422 1,376 864 270 2,932

Utilization ( 738 ) ( 1,627 ) ( 2,270 ) ( 270 ) ( 4,905 )

Balance as of June 26, 2026 $ 113 $ 8 $ — $ — $ 121

The Company expects to utilize all restructuring accruals as of June 26, 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 Six months ended

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

Three months ended Nine months ended

(in thousands) June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025

Total restructuring charges, net $ 2,932 $ 602 $ 8,587 $ 1,518

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 depreciation expense of $ 9,739 and $ 17,903 to be recognized in the three and six months ended March 27, 2026.

This resulted in an additional depreciation expense of $ 17,903 to be recognized through June 26, 2026.

Depreciation of plant assets is recognized in Cost of sales.

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

Assets at the affected sites were fully depreciated by the end of the second quarter of fiscal 2026.

During fiscal 2026, 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 (INCOME), NET

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

Three months ended Nine months ended

(in thousands) June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025

Loss (gain) on assets held for sale $ — $ ( 195 ) $ 25,664 $ 154

Foreign exchange loss on intercompany loans — — — 1,021

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

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.

Pension-related benefits (charges) ( 52 ) 45 ( 157 ) 133

Loss on sale of business 12,653 — 10,378 6,101

Other expense (income), net $ 12,601 $ ( 150 ) $ 35,886 $ 7,409

In fiscal 2026, the Company divested Vergo Coating SRL and Vergo Galva NV, Tectron Tube as well as operations in Russia, resulting in the Company recognizing a loss of $ 1,204 , 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.

During the third quarter of fiscal 2026, the Company finalized the post-closing net working capital adjustment related to the sale of Tectron Tube.

The settlement resulted in a decrease to consideration received of $ 953 , which was recognized as an adjustment to the gain on sale of business during the quarter.

At the end of the second quarter of fiscal 2026, the HDPE business met the criteria to be classified as held for sale and was measured at the lower of carrying amount or fair value less costs to sell, resulting in a loss on assets held for sale of $ 25,664 .

On April 7, 2026, the Company completed the divestiture and recognized an additional loss of $ 10,497 .

See Note 3, “Divestitures” for details.

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

6 unchanged sentences

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.

For the three months ended June 26, 2026 and June 27, 2025, the Company’s effective tax rate attributable to income before income taxes was 113.4 % and 22.0 %, respectively.

For the three months ended June 26, 2026 and June 27, 2025, the Company had income tax benefits of $ 6,304 and income tax expense of $ 12,128 , respectively.

The increase in the current period effective tax rate was driven by the discrete impact of the PVC litigation settlement recorded in the third quarter of fiscal 2026.

For the nine months ended June 26, 2026 and June 27, 2025, the Company’s effective tax rate attributable to income before income taxes was 27.2 % and 16.8 %, respectively.

For the nine months ended June 26, 2026 and June 27, 2025, the Company had income tax benefits of $ 40,496 and income tax expense of $ 7,935 , respectively.

The increase in the current period effective tax rate was driven by the discrete impact of the PVC litigation settlement recorded in the current year.

See Note 16, “Commitments and Contingencies” for further details regarding the PVC litigation settlement.

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

A valuation allowance is recorded when it is determined to be more likely than not that these assets will not be fully realized in the foreseeable future.

A valuation allowance is recorded when it is determined to be more likely than not that

these assets will not be fully realized in the foreseeable future.

The realization of deferred tax assets is dependent upon whether the Company can generate future taxable income in the appropriate character and jurisdiction to utilize the assets.

7 unchanged sentences

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

Three months ended Nine months ended

(in thousands, except per share data) June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025

Net income (loss) $ 745 $ 42,962 $ ( 108,295 ) $ 39,243

9 unchanged sentences

(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 six months ended March 27, 2026 and March 28, 2025.

There were no anti-dilutive options outstanding during the three and nine months ended June 26, 2026 and June 27, 2025.

ACCUMULATED OTHER COMPREHENSIVE LOSS

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.

The following tables present the changes in accumulated other comprehensive loss by component for the three months ended June 26, 2026 and June 27, 2025.

(in thousands) Defined Benefit

1 unchanged sentence

Adjustments Total

Balance as of December 26, 2025

Balance as of March 27, 2026

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

3 unchanged sentences

Net current period other comprehensive income (loss) 49 ( 2,090 ) ( 2,041 )

Balance as of March 27, 2026

Balance as of June 26, 2026

$ ( 10,268 ) $ ( 8,977 ) $ ( 19,245 )

2 unchanged sentences

Adjustments Total

Balance as of December 27, 2024

Balance as of March 28, 2025

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

3 unchanged sentences

Net current period other comprehensive income 41 16,221 16,262

Balance as of March 28, 2025

Balance as of June 27, 2025

$ ( 10,284 ) $ ( 3,331 ) $ ( 13,615 )

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.

The following tables present the changes in accumulated other comprehensive loss by component for the nine months ended June 26, 2026 and June 27, 2025.

(in thousands) Defined Benefit

7 unchanged sentences

Net current period other comprehensive income 146 ( 1,403 ) ( 1,257 )

Balance as of March 27, 2026

Balance as of June 26, 2026

$ ( 10,268 ) $ ( 8,977 ) $ ( 19,245 )

8 unchanged sentences

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

Balance as of March 28, 2025

Balance as of June 27, 2025

$ ( 10,284 ) $ ( 3,331 ) $ ( 13,615 )

1 unchanged sentence

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 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

Approximately 81 % and 81 % of the Company ’ s inventories were valued at the lower of LIFO cost or market at each of June 26, 2026 and September 30, 2025.

Interim LIFO determinations, including those at June 26, 2026, are based on management ’ s estimates of future inventory levels and costs for the remainder of the current fiscal year.

(in thousands) June 26, 2026 September 30, 2025

Purchased materials and manufactured parts, net $ 100,708 $ 134,869

2 unchanged sentences

Inventories, net $ 389,535 $ 484,845

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.

Total inventories would be $ 44,023 higher and $ 8,995 higher than reported as of June 26, 2026 and September 30, 2025, respectively, if the first-in, first-out method was used for all inventories.

During the nine months ended June 26, 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 $ 3,431 .

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

As of June 26, 2026, and September 30, 2025, the excess and obsolete inventory reserve was $ 24,411 and $ 23,192 , respectively.

PROPERTY, PLANT AND EQUIPMENT

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

As of June 26, 2026 and September 30, 2025, property, plant and equipment and accumulated depreciation were as follows:

(in thousands) June 26, 2026 September 30, 2025

Land $ 29,856 $ 29,766

7 unchanged sentences

Property, plant and equipment, net $ 520,856 $ 594,266

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.

Depreciation expense for the three months ended June 26, 2026 and June 27, 2025 totaled $ 19,577 and $ 18,925 , respectively.

Depreciation expense for the nine months ended June 26, 2026 and June 27, 2025 totaled $ 76,443 and $ 55,631 , 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 )

Impairment ( 6,500 ) — ( 6,500 )

Divestiture ( 1,488 ) — ( 1,488 )

Exchange rate effects ( 858 ) ( 127 ) ( 985 )

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.

Balance as of June 26, 2026 $ 251,997 $ 33,515 $ 285,512

Goodwill balances as of June 26, 2026 included $ 12,145 and $ 61,885 of accumulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively.

Upon classification as held for sale in the second quarter of fiscal 2026, $ 6,500 of goodwill was allocated to the disposal group and fully impaired before the sale.

The goodwill was allocated to the disposal group based on the relative fair value.

The Company allocated $ 1,488 of goodwill to Vergo Galva NV and Vergo Coating SRL in connection with their divestiture.

The goodwill was allocated to the disposal group based on the relative fair value.

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:

March 27, 2026 September 30, 2025

June 26, 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

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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 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.

Included in the table above are the effects of changes in exchange rates, which were not material for the nine months ended June 26, 2026.

Amortization expense for the three months ended June 26, 2026 and June 27, 2025 was $ 3,608 and $ 10,108 , 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 March 27, 2026 and September 30, 2025 was as follows:

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

Debt as of June 26, 2026 and September 30, 2025 was as follows:

(in thousands) June 26, 2026 September 30, 2025

ABL Credit Facility $ — $ —

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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 March 27, 2026 and September 30, 2025.

AII’s availability under the ABL Credit Facility was $ 325,000 as of each of June 26, 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 %.

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

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

Cash flows associated with foreign currency related 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 March 27, 2026, or September 30, 2025.

The Company had no active forward currency contracts as of June 26, 2026, or September 30, 2025.

The Company recognized a derivative asset associated with contingent consideration received in its HDPE divestiture during the three months ended June 26, 2026.

See Note 3, “Divestitures” for further details.

The Company categorizes fair value measurements within a three-level hierarchy based on the observability of inputs used in measuring fair value.

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date.

Level 2 inputs are observable inputs other than quoted prices included within Level 1, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.

Level 3 inputs are unobservable inputs that reflect the assumptions that market participants would use in pricing an asset or liability.

Fair value measurements are classified based on the lowest level input that is significant to the valuation in its entirety.

The fair value of the HDPE derivative asset was determined using a Monte-Carlo simulation within an option pricing framework.

Significant unobservable inputs utilized in the valuation include the projected future enterprise values, expected timing of a liquidity event, EBITDA volatility, equity volatility, correlation assumption and the weighted average cost of capital.

Because the valuation is based on significant unobservable inputs, the derivative asset is categorized within Level 3 of the fair value hierarchy.

During the three months ended June 26, 2026, the Company recognized the derivative asset at an initial fair value of $ 9,400 in connection with the HDPE business divestiture, and there were no transfers into or out of Level 3 during the period.

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

March 27, 2026 September 30, 2025

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

June 26, 2026 September 30, 2025

(in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

Cash equivalents $ 240,937 $ — $ — $ 422,292 $ — $ —

HDPE derivative asset — — 9,400 — — —

The Company ’ s remaining financial instruments consist primarily of cash, accounts receivable and accounts payable whose carrying value approximate their fair value due to their short-term nature.

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

March 27, 2026 September 30, 2025

June 26, 2026 September 30, 2025

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

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

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.

As of June 26, 2026, such obligations were $ 146,457 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.

In connection with the HDPE divestiture, the Company committed to provide cash funding to Infra Pipes of $ 28,000 .

As of June 16, 2026, 13,000 of this commitment remained outstanding.

The outstanding amount was paid in the fourth quarter of fiscal year 2026.

See Note 3, “Divestitures” and Note 19, “Subsequent Events” for additional details.

Insurable Liabilities — The Company maintains policies with various insurance companies for its workers’ compensation, product, property, general, auto, and executive liability risks.

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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.

Except as reflected below, any recorded liabilities, including any changes to such liabilities for the nine months ended June 26, 2026 and June 27, 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.

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the structure and type of any such remedies;

the significance of the impact of any such losses, damages or 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.

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

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

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.

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.

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:

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

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

Amended complaints were filed in federal court for the Northern District of Illinois in August 2025 that included additional allegations against the defendants, including the Company.

Defendants filed motions to dismiss the amended complaints.

On April 28, 2026, the Company entered into proposed settlement agreements with two of the three 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 Direct Purchaser Plaintiffs (“DPPs”) and Non-Converter Seller Purchaser Plaintiffs (“NCSPs”).

On June 3, 2026, the Company entered into a proposed settlement agreement with the third putative class of plaintiffs, the End User Plaintiffs (“EUPs”).

Specifically, the Company agreed to pay (i) the putative class of DPPs $ 72.5 million, (ii) the putative class of NCSPs $ 64 million and (iii) the putative class of EUPs $ 50 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.

The Company has not admitted liability in connection with any of these proposed settlements.

The three putative classes each filed an unopposed motion for preliminary approval of each class’s respective settlement agreement.

On June 8, 2026, the Court granted the unopposed motion to approve the settlement agreement with the DPPs.

As of June 26, 2026, the Court has preliminarily approved the settlement agreements with the NCSPs and with the EUPs.

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

The settlement amounts for the putative class of DPPs and the putative class of NCSPs were reflected as a non-operating expense and a current liability in the quarter ended March 27, 2026.

These amounts were paid during the quarter ended June 26, 2026.

The settlement amount for the putative class of EUPs is reflected as a non-operating expense and a current liability in the quarter ended June 26, 2026.

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.

The $ 50 million settlement amount for the EUPs was paid subsequent to June 26, 2026.

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.

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

The DOJ has since moved to extend certain aspects of the discovery stay through December 31, 2026, which is opposed in part by certain non-settling Defendants and remains pending before the Court.

The DOJ investigation continues.

2 unchanged sentences

Ill 1:25-cv-02686).

and prospects, which were allegedly false or misleading based on the allegations in the antitrust matters described above.

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

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

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 defendants moved to dismiss the complaint, and briefing on that motion was 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.

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

Waltz et al (N.D.

Ill 1:25-cv-02833).

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

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

Waltz et al (N.D.

III 1:25-cv-08009).

Two additional shareholder derivative lawsuits were filed under the captions LR Trust v.

III 1:25-cv-08009) and Svensson v.

1:26-cv-06753).

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.

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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.

The Company had no outstanding letters of credit as of June 26, 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 $ 25,519 as of June 26, 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.

The Company does not have the ability to estimate the potential liability

from such indemnities because they relate to unknown conditions.

However, the Company has no reason to believe that these uncertainties would have a material adverse effect on the Company ’ s business, financial condition, results of operations or cash flows.

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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

March 27, 2026 March 28, 2025

June 26, 2026 June 27, 2025

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

3 unchanged sentences

Consolidated operations $ 794,800 $ — $ 735,045 $ —

Six months ended

March 27, 2026 March 28, 2025

Nine months ended

June 26, 2026 June 27, 2025

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

5 unchanged sentences

Three months ended

March 27, 2026 March 28, 2025

June 26, 2026 June 27, 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

Nine months ended

June 26, 2026 June 27, 2025

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

6 unchanged sentences

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

Three months ended Six months ended

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

Three months ended Nine months ended

(in thousands) June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025

Operating segment Adjusted EBITDA

17 unchanged sentences

(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.

The table below presents capital expenditures by segment for the nine months ended June 26, 2026 and June 27, 2025, respectively.

Additionally presented are total assets by segment as of June 26, 2026 and September 30, 2025.

Capital Expenditures Total Assets

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

(in thousands) June 26, 2026 June 27, 2025 June 26, 2026 September 30, 2025

Electrical $ 22,183 $ 43,407 $ 1,491,550 $ 1,456,834

5 unchanged sentences

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

The Company ’ s net sales by geography were as follows for the three and nine months ended June 26, 2026 and June 27, 2025:

Three months ended Nine months ended

(in thousands) June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025

United States $ 651,872 $ 653,392 $ 1,836,690 $ 1,835,544

5 unchanged sentences

Long-Lived Assets

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

(in thousands) June 26, 2026 September 30, 2025

United States $ 602,355 $ 681,948

3 unchanged sentences

Total $ 660,683 $ 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

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 26, 2026 and June 27, 2025:

Three months ended Nine months ended

(in thousands) June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025

Metal Electrical Conduit and Fittings $ 132,061 $ 121,118 $ 379,398 $ 335,189

9 unchanged sentences

Net sales $ 794,800 $ 735,045 $ 2,181,724 $ 2,098,367

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

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

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

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

SUBSEQUENT EVENTS

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.

On July 6, 2026, the Company paid Infra Pipes $ 13,000 to settle the outstanding portion of its cash funding commitments related to the HDPE divestiture.

See Note 3, “Divestitures” and Note 16, “Commitments and Contingencies” for details.

On July 30, 2026, Atkore’s Board of Directors approved a quarterly dividend payment of $ 0.33 per share of common stock payable on August 28, 2026 to stockholders of record on August 16, 2026.

On August 2, 2026, Atkore entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Prysmian S.p.A., a company organized under the laws of the Republic of Italy (“Prysmian”), Trinity Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Prysmian (“Merger Sub”), and, solely as provided in certain sections of the Merger Agreement, Prysmian Cables and Systems USA, LLC, a Delaware limited liability company (the “Guarantor”), pursuant to which, at the closing of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into Atkore, with Atkore surviving as a wholly owned subsidiary of Prysmian (the “Merger”).

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Atkore’s common stock issued and outstanding immediately prior to the Effective Time (subject to certain customary exceptions specified in the Merger Agreement) will be converted into the right to receive $ 95.00 per share in cash, without interest.

The consummation of the Merger is subject to the satisfaction or waiver of customary closing conditions, including, among others, the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Atkore’s common stock entitled to vote thereon at a meeting of Atkore’s stockholders duly called and held for such purposes, the expiration or termination of applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of certain regulatory approvals.

Prysmian’s obligations are also conditioned upon the absence of any material adverse effect since the Merger Agreement.

The Merger Agreement also contains customary representations, warranties and covenants by each of Prysmian, Merger Sub and Atkore and certain representations, warranties and covenants by the Guarantor, including, among others, covenants by Atkore to use commercially reasonable efforts to conduct its business in all material respects in the ordinary course and, to the extent consistent therewith, to preserve in all material respects its business organization, material assets and properties and maintain its existing material relationships and goodwill, and to refrain from taking certain specified actions without the consent of Prysmian.

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