What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-04 compared with 2026-05-06 · 107 added, 103 removed, 200 unchanged (51% of the section changed)

8 unchanged sentences

Furthermore, we are mindful of the effects that adverse weather can have on our domestic supply chain.

Restructuring and Strategic Review

In fiscal 2025, the Company announced a series of plant closures and a broader strategic review of the Company’s portfolio, which could result in the divestiture of certain businesses.

Restructuring costs and activities related to the strategic review could result in increased selling, general and administrative costs in the form of restructuring and transaction costs, as well increased costs of sales as the result of increased depreciation related to a decrease in useful lives of assets at impacted sites.

Furthermore, these activities could result in the Company recognizing impairment charges on property, plant and equipment, intangible assets or goodwill.

Proposed Merger

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 Improvement 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.

RESULTS OF OPERATIONS

The consolidated results of operations for the three months ended March 27, 2026 and March 28, 2025 were as follows:

The consolidated results of operations for the three months ended June 26, 2026 and June 27, 2025 were as follows:

Three months ended

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

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

Net sales $ 794,800 $ 735,045 $ 59,755 8.1 %

3 unchanged sentences

Intangible asset amortization 3,608 10,108 (6,500) (64.3) %

Asset impairment charges 11,553 127,733 (116,180) (91.0) %

Operating income (loss) 10,367 (51,822) 62,189 (120.0) %

Operating income 63,990 63,813 177 0.3 %

Interest expense, net 6,948 8,873 (1,925) (21.7) %

1 unchanged sentence

50,000 — 50,000 100.0 %

Other expense, net 25,612 6,426 19,186 298.6 %

Other expense (income), net 12,601 (150) 12,751 (8,500.7) %

Income (loss) before income taxes (5,559) 55,090 (60,649) (110.1) %

Income tax expense (benefit) (6,304) 12,128 (18,432) (152.0) %

Net income (loss) $ (124,073) $ (50,057) $ (74,016) 147.9 %

$ 745 $ 42,962 $ (42,217) (98.3) %

Average selling prices 3.0 %

1 unchanged sentence

Divestitures (5.3) %

Other (1.3) %

Net sales 8.1 %

Net sales increased by $29.7 million, or 4.2%, to $731.4 million for the three months ended March 27, 2026, compared to $701.7 million for the three months ended March 28, 2025.

Net sales increased by $59.8 million, or 8.1%, to $794.8 million for the three months ended June 26, 2026, compared to $735.0 million for the three months ended June 27, 2025.

The increase in net sales is primarily attributed to increased sales volume of $65.7 million, increased average selling prices of $22.4 million and foreign exchange benefits of $8.0 million partially offset by the impact of divestitures of $39.0 million.

1 unchanged sentence

Average input costs 8.7 %

Solar energy tax credits (1.9) %

Foreign exchange 1.1 %

Divestitures (8.6) %

Other (0.6) %

Cost of sales 9.9 %

Cost of sales increased by $78.7 million, or 15.2%, to $595.3 million for the three months ended March 27, 2026 compared to $516.6 million for the three months ended March 28, 2025.

The increase was primarily due to increased inputs costs of $82.1 million and increased sales volume of $19.4 million and partially offset by higher solar energy tax credits of $9.9 million the impact of recent divestitures $10.4 million.

Cost of sales increased by $55.5 million, or 9.9%, to $618.5 million for the three months ended June 26, 2026 compared to $563.0 million for the three months ended June 27, 2025.

The increase was primarily

due to increased input costs of $48.9 million, increased sales volume of $48.8 million and foreign exchange impact of $6.4 million, partially offset by the impact of recent divestitures $48.1 million.

Selling, general and administrative

Selling, general and administrative expenses increased by $8.9 million, or 9.0%, to $107.9 million for the three months ended March 27, 2026 compared to $99.0 million for the three months ended March 28, 2025.

The increase was primarily due to increased compensation costs, net of productivity initiatives, of $5.1 million, increased restructuring costs of $3.5 million, and increased transaction costs of $3.8 million, partially offset by lower costs of $3.5 million across various other spend categories.

Selling, general and administrative expenses increased by $10.5 million, or 10.7%, to $108.7 million for the three months ended June 26, 2026 compared to $98.1 million for the three months ended June 27, 2025.

The increase was primarily due to increased transaction and litigation costs of $9.8 million, increased compensation costs, net of productivity initiatives, of $3.7 million and higher costs of $6.0 million across various other spend categories, partially offset by the impact of recent divestitures and plant closures of $9.1 million.

Intangible asset amortization

Intangible asset amortization expense decreased to $6.3 million for the three months ended March 27, 2026 compared to $10.2 million for the three months ended March 28, 2025.

The decrease in amortization expense resulted from certain intangibles becoming fully amortized or the amortizable base decreasing as a result of impairment charges recorded in fiscal 2025.

Asset impairment charges

Asset impairment charges decreased to $11.6 million for the three months ended March 27, 2026 compared to $127.7 million for the three months ended March 28, 2025.

The decrease in asset impairment charges resulted primarily from the impairment charges recorded against the HDPE business in fiscal 2025 of $127.7 million compared to the fiscal 2026 impairments of goodwill related to the HDPE business of $6.5 million, as described in Note 4, “Assets Held for Sale”, and impairment charges 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, as described in Note 6, “Restructuring Charges”.

Intangible asset amortization expense decreased to $3.6 million for the three months ended June 26, 2026 compared to $10.1 million for the three months ended June 27, 2025.

The decrease in amortization expense resulted from certain intangibles becoming fully amortized, the amortizable base decreasing as a result of impairment charges recorded in fiscal 2025 and the divestiture of the HDPE business in fiscal 2026.

Interest expense, net

Interest expense, net decreased by $1.3 million, or 15.4% to $7.0 million for the three months ended March 27, 2026 compared to $8.3 million for the three months ended March 28, 2025.

Interest expense, net decreased by $1.9 million, or 21.7% to $6.9 million for the three months ended June 26, 2026 compared to $8.9 million for the three months ended June 27, 2025.

The decrease is primarily due to decreased interest rates on the Company’s Senior Secured Term Loan Facility.

Litigation settlement expense

Litigation settlement expense increased to $136.5 million for the three months ended March 27, 2026 compared to no related expense for the three months ended March 28, 2025.

The increase in expense is related to the settlement of two classes in the ongoing PVC antitrust litigation described in Note 16, “Commitments and Contingencies”.

Other expense, net

The Company recognized $25.6 million of other expense for the three months ended March 27, 2026 compared to $6.4 million of other expense for the three months ended March 28, 2025.

This change is primarily due to a loss of $25.7 million on HDPE assets and liabilities designated as held for sale in the second quarter of fiscal 2026 compared the loss on sale of business of $6.1 million related to the sale of Northwest Polymers in fiscal 2025.

Litigation settlement expense increased to $50.0 million for the three months ended June 26, 2026 compared to no related expense for the three months ended June 27, 2025.

The increase in expense is related to the settlement of one of the putative classes in the PVC antitrust litigation described in Note 16, “Commitments and Contingencies”.

Other expense (income), net

The Company recognized $12.6 million of other expense for the three months ended June 26, 2026 compared to $0.2 million of other income for the three months ended June 27, 2025.

This change is primarily due to the divestitures of the HDPE business and Vergo G&C which resulted in recorded losses of $10.5 million and $1.2 million, respectively, as described in Note 3, “Divestitures”.

Income tax expense (benefit)

The Company ’ s income tax rate decreased to 21.8% for the three months ended March 27, 2026 compared to 24.7% for the three months ended March 28, 2025.

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 Q2 FY25.

The Company ’ s income tax rate increased to 113.4% for the three months ended June 26, 2026 compared to 22.0% for the three months ended June 27, 2025.

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.

SEGMENT RESULTS

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Three months ended

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

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

Net sales $ 578,310 $ 521,308 $ 57,002 10.9 %

1 unchanged sentence

Adjusted EBITDA margin 15.4 % 15.6 %

Volume 12.0 %

Average selling prices 2.6 %

Foreign exchange 1.5 %

Other (0.6) %

Divestitures (5.3) %

Net sales 10.9 %

Net sales increased by $39.8 million, or 8.1%, to $532.5 million for the three months ended March 27, 2026 compared to $492.7 million for the three months ended March 28, 2025.

The increase in net sales is primarily attributed to increased sales volume of $28.4 million, foreign exchange benefits of $8.0 million and increased average selling prices of $6.5 million.

Net sales increased by $57.0 million, or 10.9%, to $578.3 million for the three months ended June 26, 2026 compared to $521.3 million for the three months ended June 27, 2025.

The increase in net sales is primarily attributed to increased sales volume of $62.8 million, foreign exchange benefits of $8.0 million and increased average selling prices of $13.7 million, partially offset by divestitures of businesses of $27.5 million.

Adjusted EBITDA

Adjusted EBITDA for the three months ended March 27, 2026 decreased by $16.6 million, or 18.2%, to $74.4 million from $90.9 million for the three months ended March 28, 2025.

Adjusted EBITDA margin decreased to 14.0% for the three months ended March 27, 2026 compared to 18.5% for the three months ended March 28, 2025 .

The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to increases in input costs outpacing increases in average selling prices.

Adjusted EBITDA for the three months ended June 26, 2026 increased by $8.1 million, or 10.0%, to $89.3 million from $81.2 million for the three months ended June 27, 2025.

Adjusted EBITDA margin decreased to 15.4% for the three months ended June 26, 2026 compared to 15.6% for the three months ended June 27, 2025 .

The increase in Adjusted EBITDA was primarily driven by increased sales volume while Adjusted EBITDA margin decreased largely due to increases in input costs outpacing increases in average selling prices.

Safety & Infrastructure

Three months ended

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

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

Net sales $ 216,828 $ 213,963 $ 2,865 1.3 %

2 unchanged sentences

Average selling prices 4.1 %

Solar energy tax credits (4.1) %

Solar energy tax credit rebates 1.3 %

Divestitures (5.4) %

Other (0.1) %

Net sales 1.3 %

Net sales decreased by $10.2 million, or 4.9%, for the three months ended March 27, 2026 to $199.1 million compared to $209.3 million for the three months ended March 28, 2025.

The decrease is primarily attributed to the impact of recent divestitures of $9.5 million and higher solar credit rebates of

$8.5 million, partially offset by increased sales volume of $3.9 million and an increase in average selling price of $3.7 million.

Net sales increased by $2.9 million, or 1.3%, for the three months ended June 26, 2026 to $216.8 million compared to $214.0 million for the three months ended June 27, 2025.

The increase is primarily attributed to an increase in average selling prices of $8.7 million, increased sales volume of $2.9 million, and lower solar credit rebates of $2.7 million, partially offset by the impact of recent divestitures of $11.5 million.

Adjusted EBITDA

Adjusted EBITDA decreased by $18.8 million, or 52.0%, to $17.3 million for the three months ended March 27, 2026 compared to $36.1 million for the three months ended March 28, 2025.

Adjusted EBITDA margin decreased to 8.7% for the three months ended March 27, 2026 compared to 17.2% for the three months ended March 28, 2025.

The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to higher input costs.

The consolidated results of operations for the six months ended March 27, 2026 and March 28, 2025 were as follows:

Six months ended

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

Adjusted EBITDA decreased by $2.6 million, or 8.4%, to $28.1 million for the three months ended June 26, 2026 compared to $30.7 million for the three months ended June 27, 2025.

Adjusted EBITDA margin decreased to 13.0% for the three months ended June 26, 2026 compared to 14.4% for the three months ended June 27, 2025.

The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to higher input costs outpacing increases in average selling prices.

The consolidated results of operations for the nine months ended June 26, 2026 and June 27, 2025 were as follows:

Nine months ended

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

Net sales $ 2,181,724 $ 2,098,367 $ 83,357 4.0 %

4 unchanged sentences

Asset impairment charges 11,553 127,733 (116,180) (91.0) %

Operating income (loss) 30,438 16,116 14,322 88.9 %

Operating income 94,427 79,930 14,497 18.1 %

Interest expense, net 20,832 25,343 (4,511) (17.8) %

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Solar energy tax credits (0.3) %

Foreign exchange 0.9 %

Divestitures (2.7) %

Net sales 4.0 %

Net sales increased by $23.6 million, or 1.7%, to $1,386.9 million for the six months ended March 27, 2026, compared to $1,363.3 million for the six months ended March 28, 2025.

The increase in net sales is primarily attributed to increased sales volume of $47.6 million, partially offset by the impact of divestitures of $17.7 million, the impact of solar credits rebates of $8.7 million and lower average selling prices of $7.9 million.

Net sales increased by $83.4 million, or 4.0%, to $2,181.7 million for the nine months ended June 26, 2026, compared to $2,098.4 million for the nine months ended June 27, 2025.

The increase in net sales is primarily attributed to increased sales volume of $113.3 million, higher average selling price of $14.6 million and foreign exchange benefits of $18.3 million, partially offset by the impact of divestitures of $56.8 million and the impact of solar credits rebates of $6.0 million.

Cost of sales

Average input costs 9.6 %

Solar energy tax credits generated (0.9) %

Freight (2.2) %

Foreign exchange 1.0 %

Divestitures (4.1) %

Cost of sales 11.0 %

Cost of sale s increased by $117.8 million, or 11.7%, to $1,124.9 million for the six months ended March 27, 2026 compared to $1,007.1 million for the six months ended March 28, 2025.

The increase in cost of sales was primarily due to higher input costs of $107.9 million and higher sales volume of $35.2 million, partially offset by higher solar energy tax credits of $9.3 million and the impact of recent divestitures of $16.1 million.

Cost of sale s increased by $173.3 million, or 11.0%, to $1,743.4 million for the nine months ended June 26, 2026 compared to $1,570.1 million for the nine months ended June 27, 2025.

The increase in cost of sales was primarily due to higher input costs of $151.5 million, higher sales volume of $89.4 million and

foreign exchange impacts of $15.3 million partially offset by lower freight costs of $34.4 million and the impact of recent divestitures of $64.3 million.

Selling, general and administrative

Selling, general and administrative expenses increased by $17.0 million, or 8.9%, to $207.5 million for the six months ended March 27, 2026, compared to $190.5 million for the six months ended March 28, 2025.

The increase was primarily due to increased transaction costs of $10.0 million, increased restructuring costs of $4.7 million, increased spending on IT initiatives of $3.0 million, increased commissions of $1.4 million, increased costs of $0.6 million spread across a variety of other spend categories, partially offset by lower compensation expenses, net of productivity initiatives, of $2.7 million.

Selling, general and administrative expenses increased by $27.5 million, or 9.5%, to $316.1 million for the nine months ended June 26, 2026, compared to $288.6 million for the nine months ended June 27, 2025.

The increase was primarily due to increased transaction and litigation costs of costs of $19.9 million, compensation costs, net of productivity initiatives, of $0.9 million, $13.6 million spread across a variety of other spend categories including restructuring, partially offset by the impact of divestitures and plant closures of $6.9 million.

Intangible asset amortization

Intangible asset amortization expense decreased to $12.6 million for the six months ended March 27, 2026, compared to $21.9 million for the six months ended March 28, 2025.

The decrease in amortization expense resulted from certain intangibles becoming fully amortized or the amortizable base decreasing as a result of impairment charges recorded in fiscal 2025.

Intangible asset amortization expense decreased to $16.2 million for the nine months ended June 26, 2026, compared to $32.0 million for the nine months ended June 27, 2025.

Asset impairment charges

Asset impairment charges decreased to $11.6 million for the six months ended March 27, 2026 compared to $127.7 million for the six months ended March 28, 2025.

Asset impairment charges decreased to $11.6 million for the nine months ended June 26, 2026 compared to $127.7 million for the nine months ended June 27, 2025.

The decrease in asset impairment charges resulted primarily from the impairment charges recorded against the HDPE business in fiscal 2025 of $127.7 million compared to the fiscal 2026 impairments of goodwill related to the HDPE business of $6.5 million and impairment charges on other assets in connection with the closure of plants, as described in Note 6, “Restructuring Charges” of $5.1 million.

Interest expense, net

Interest expense, net, decreased by $2.6 million, or 15.7%, to $13.9 million for the six months ended March 27, 2026, compared to $16.5 million for the six months ended March 28, 2025.

Interest expense, net, decreased by $4.5 million, or 17.8%, to $20.8 million for the nine months ended June 26, 2026, compared to $25.3 million for the nine months ended June 27, 2025.

The decrease is primarily due to decreased interest rates on the Company’s Senior Secured Term Loan Facility.

Litigation settlement expense

Litigation settlement expense increased to $136.5 million for the six months ended March 27, 2026 compared to no related expense for the six months ended March 28, 2025.

The increase in expense is related to the settlement of two classes in the ongoing PVC antitrust litigation described in Note 16, “Commitments and Contingencies”.

Other expense, net

Other expense, net, increased to $23.3 million of expense for the six months ended March 27, 2026, compared to $7.6 million of expense for the six months ended March 28, 2025.

This is primarily due to a loss on assets held for sale of $25.7 million related to the HDPE business and a gain on the sale of Tectron Tube of $2.3 million in fiscal 2026 compared to a loss on the sale of Northwest Polymers of $6.1 million in fiscal 2025.

Litigation settlement expense increased to $186.5 million for the nine months ended June 26, 2026 compared to no related expense for the nine months ended June 27, 2025.

The increase in expense is related to the settlement of the PVC antitrust litigation described in Note 16, “Commitments and Contingencies”.

Other expense (income), net

Other expense, net, increased to $35.9 million of expense for the nine months ended June 26, 2026, compared to $7.4 million of expense for the nine months ended June 27, 2025.

This is primarily due to a loss on assets held for sale of $25.7 million related to the HDPE business and a net loss on divestitures of $10.4 million in fiscal 2026 compared to a loss on the sale of Northwest Polymers of $6.1 million in fiscal 2025.

Income tax expense (benefit)

The Company ’ s income tax rate decreased to 23.9% for the six months ended March 27, 2026, compared to 53.0% for the six months ended March 28, 2025.

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.

The Company ’ s income tax rate increased to 27.2% for the nine months ended June 26, 2026, compared to 16.8% for the nine months ended June 27, 2025.

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.

SEGMENT RESULTS

Six months ended

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

Nine months ended

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

Net sales $ 1,580,321 $ 1,479,340 $ 100,981 6.8 %

5 unchanged sentences

Net sales 6.8 %

Net sales increased by $44.0 million, or 4.6%, to $1,002.0 million for the six months ended March 27, 2026, compared to $958.0 million for the six months ended March 28, 2025.

The increase in net sales is primarily attributed to increased sales volume of $51.8 million and the impact of foreign exchange of $10.1 million, partially offset by decreased average selling prices of $11.6 million and the impact of divestitures of $6.3 million .

Net sales increased by $101.0 million, or 6.8%, to $1,580.3 million for the nine months ended June 26, 2026, compared to $1,479.3 million for the nine months ended June 27, 2025.

The increase in net sales is primarily attributed to increased sales volume of $114.6 million, the impact of foreign exchange of $18.1 million and increased average selling prices of $2.1 million, partially offset by the impact of divestitures of $33.8 million .

Adjusted EBITDA

Adjusted EBITDA for the six months ended March 27, 2026 decreased by $53.9 million, or 29.4%, to $129.5 million from $183.3 million for the six months ended March 28, 2025.

Adjusted EBITDA margin decreased to 12.9% for the six months ended March 27, 2026, compared to 19.1% for the six months ended March 28, 2025 .

The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to the increase in input costs as well as the decrease in average selling prices.

Adjusted EBITDA for the nine months ended June 26, 2026 decreased by $45.8 million, or 17.3%, to $218.8 million from $264.6 million for the nine months ended June 27, 2025.

Adjusted EBITDA margin decreased to 13.8% for the nine months ended June 26, 2026, compared to 17.9% for the nine months ended June 27, 2025.

The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to the increase in input costs outpacing increases in average selling prices.

Safety & Infrastructure

Six months ended

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

Nine months ended

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

Net sales $ 602,179 $ 619,960 $ (17,781) (2.9) %

3 unchanged sentences

Average selling prices 2.0 %

Solar energy tax credits to be transferred (2.1) %

Solar energy tax credits rebates (1.0) %

Divestitures (3.7) %

Other (0.1) %

Net sales (2.9) %

Net sales decreased by $20.6 million, or 5.1%, to $385.4 million for the six months ended March 27, 2026, compared to $406.0 million for the six months ended March 28, 2025.

The decrease is primarily due to the impact of divestitures of $11.4 million, the higher economic value of solar energy tax credits to be transferred to certain customers of $8.7 million and the decrease in volume of $4.2 million, partially offset by increased average selling prices of $3.7 million.

Net sales decreased by $17.8 million, or 2.9%, to $602.2 million for the nine months ended June 26, 2026, compared to $620.0 million for the nine months ended June 27, 2025.

The decrease is primarily due to the impact of divestitures of $23.0 million, the higher impact of solar tax credit rebates of $6.0 million and a decrease in volume of $1.3 million, partially offset by increased average selling prices of $12.5 million.

Adjusted EBITDA

Adjusted EBITDA decreased $4.2 million, or 8.0%, to $47.5 million for the six months ended March 27, 2026, compared to $51.6 million for the six months ended March 28, 2025.

Adjusted EBITDA margin decreased to 12.3% for the six months ended March 27, 2026, compared to 12.7% for the six months ended March 28, 2025.

Adjusted EBITDA decreased $6.7 million, or 8.2%, to $75.6 million for the nine months ended June 26, 2026, compared to $82.4 million for the nine months ended June 27, 2025.

Adjusted EBITDA margin decreased to 12.6% for the nine months ended June 26, 2026, compared to 13.3% for the nine months ended June 27, 2025.

The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to increases in input costs outpacing increases in average selling prices.

1 unchanged sentence

We believe we have sufficient liquidity to support our ongoing operations and to invest in future growth and create value for stockholders.

Our cash and cash equivalents were $442.3 million as of March 27, 2026, of which $117.3 million was held at non-U.S.

Our cash and cash equivalents were $346.2 million as of June 26, 2026, of which $132.6 million was held at non-U.S.

subsidiaries.

2 unchanged sentences

We have access to the ABL Credit Facility to fund operational needs.

As of March 27, 2026, there were no outstanding borrowings under the ABL Credit Facility and no letters of credit issued under the ABL Credit Facility.

The borrowing base was estimated to be $325.0 million and approximately $325.0 million was available under the ABL Credit Facility as of March 27, 2026.

As of June 26, 2026, there were no outstanding borrowings under the ABL Credit Facility and no letters of credit issued under the ABL Credit Facility.

The borrowing base was estimated to be $325.0 million and approximately $325.0 million was available under the ABL Credit Facility as of June 26, 2026.

Outstanding letters of credit count as utilization of the commitments under the ABL Credit Facility and reduce the amount available for borrowings.

6 unchanged sentences

Capital expenditures have historically been necessary to expand and update the production capacity and improve the productivity of our manufacturing operations.

Pursuant to the Merger Agreement, prior to the closing of the Merger, we may not, without Prysmian’s prior written consent, declare, set aside, authorize or pay any dividend or distribution in respect of our

common stock, other than regular quarterly dividends in an amount no greater than $0.33 per share per quarter, paid at such times and in a manner consistent with our historical quarterly dividend practice.

The quarterly dividend of $0.33 per share declared on July 30, 2026, and payable on August 28, 2026, to stockholders of record on August 16, 2026, is permitted under the Merger Agreement and does not require Prysmian’s consent.

Our ongoing liquidity needs are expected to be funded by cash on hand, net cash provided by operating activities and, as required, borrowings under the ABL Credit Facility.

11 unchanged sentences

The table below summarizes cash flow information derived from our statements of cash flows for the periods indicated:

Six months ended

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

Nine months ended

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

Cash flows provided by (used in):

3 unchanged sentences

Operating activities

During the six months ended March 27, 2026, the Company used $27.2 million cash flow in operating activities compared to generating $160.9 million during the six months ended March 28, 2025 .

During the nine months ended June 26, 2026, the Company used $90.3 million cash flow in operating activities compared to generating $192.4 million during the nine months ended June 27, 2025 .

The $282.7 million decrease in cash provided was primarily due to changes in working capital and taxes payable.

Net loss increased $147.5 million but was offset by an increase in transaction and impairment related non-cash charges of $36.4 million and an increase in other noncash adjustments, such as depreciation and deferred taxes, of $6.6 million.

Changes in working capital represented $115.9 million

of cash outflows primarily from the change in accounts receivable due to the timing of when our fiscal second quarter ended.

The remaining cash outflows were related to changes in income taxes payable $70.9 million.

Changes in working capital represented $57.9 million of cash outflows primarily from the impact of certain legal settlements and increases in accounts receivable and income taxes, partially offset by decreases in inventory.

Investing activities

During the six months ended March 27, 2026, the Company used $8.1 million in investing activities compared to $48.0 million during the six months ended March 28, 2025.

The $39.9 million decrease in cash used in investing activities was primarily due to a decrease of $37.4 million in capital expenditures and an increase in proceeds from the sale of a business of $11.7 million, partially offset by less proceeds from the sale of equipment of $7.4 million.

During the nine months ended June 26, 2026, the Company used $26.1 million in investing activities compared to $69.3 million during the nine months ended June 27, 2025.

The $43.2 million decrease in cash used in investing activities was primarily due to a decrease of $44.5 million in capital expenditures and an increase in proceeds from the sale of a businesses of $22.6 million, partially offset by less proceeds from the sale of equipment of $7.1 million and cash contributed to a divested business of $15.0 million.

Financing Activities

During the six months ended March 27, 2026, the Company used $28.5 million in financing activities compared to $129.2 million used during the six months ended March 28, 2025.

The decrease in cash used in financing activities is primarily due to $100.0 million less cash used to repurchase common stock during the six months ended March 27, 2026.

During the nine months ended June 26, 2026, the Company used $41.4 million in financing activities compared to $143.1 million used during the nine months ended June 27, 2025.

The decrease in cash used in financing activities is primarily due to $100.0 million less cash used to repurchase common stock during the nine months ended June 26, 2026.

CHANGES IN CRITICAL ACCOUNTING POLICIES AND ESTIMATES

15 unchanged sentences

In addition, even if our results of operations, financial condition and cash flows, and the development of the market in which we operate, are consistent with the forward-looking statements contained in this Quarterly Report, those results or developments may not be indicative of results or developments in subsequent periods.

A number of important factors, including, without limitation, the risks and uncertainties disclosed in the Company’s

filings with the SEC, including but not limited to the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements.

Additional factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation:

• the timing and effects of our review of strategic alternatives;

A number of important factors, including, without limitation, the risks and uncertainties disclosed in the Company’s filings with the SEC, including but not limited to the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements.

Additional factors

that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation:

• our ability to complete the Merger in the timeframe or manner currently anticipated or at all, including due to a failure to obtain the regulatory approvals required for the closing of the Merger or the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the Merger Agreement;

• the effect of the pendency of the Merger on our ongoing business and operations, including disruption to our business relationships, the diversion of management’s attention from ongoing business operations and opportunities, or the outcome of any legal proceedings that may be instituted against us following announcement of the Merger;

• restrictions on the conduct of our business prior to the closing of the Merger and on our ability to pursue alternatives to the Merger;

• the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

• adverse effects of the inability to complete the Merger;

• declines in, and uncertainty regarding, the general business and economic conditions in the United States and international markets in which we operate;

38 unchanged sentences

Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes to the quantitative and qualitative disclosures about market risks previously disclosed in our Annual Report on Form 10-K.

There have been no material changes to the quantitative and qualitative disclosures about market risks previously disclosed in our Annual Report on Form 10-K and our Quarterly Report on Form 10-Q for the quarter ended December 26, 2025.

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 2. Management’s Discussion and Analysis