What changed in this filing

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Item 1. Financial Statements

2025-08-05 compared with 2025-05-06 · 148 added, 119 removed, 447 unchanged (37% 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 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Three months ended Nine months ended

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

Net sales $ 735,045 $ 822,364 $ 2,098,367 $ 2,413,756

4 unchanged sentences

Asset impairment charges 14 — — 127,733 —

Operating (loss) income ( 51,822 ) 178,810 16,116 354,267

Operating income 63,813 168,452 79,930 522,719

Interest expense, net 8,873 9,944 25,343 26,058

Other expense, net 6 6,426 730 7,559 742

(Loss) income before income taxes ( 66,509 ) 169,759 ( 7,913 ) 337,411

Income tax (benefit) expense 7 ( 16,452 ) 31,804 ( 4,193 ) 61,076

Net (loss) income $ ( 50,057 ) $ 137,955 $ ( 3,720 ) $ 276,335

Net (loss) income per share

Other (income) expense, net 6 ( 150 ) 560 7,409 1,302

Income before income taxes 55,090 157,948 47,178 495,359

Income tax expense 7 12,128 34,531 7,935 95,606

Net income $ 42,962 $ 123,417 $ 39,243 $ 399,753

Net income per share

Basic 8 $ 1.26 $ 3.36 $ 1.15 $ 10.74

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended Six months ended

(in thousands) Note March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Net (loss) income $ ( 50,057 ) $ 137,955 $ ( 3,720 ) $ 276,335

Three months ended Nine months ended

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

Net income $ 42,962 $ 123,417 $ 39,243 $ 399,753

Other comprehensive (loss) income, net of tax:

2 unchanged sentences

Total other comprehensive (loss) income 9 16,262 ( 466 ) 5,479 4,442

Comprehensive (loss) income $ ( 43,350 ) $ 133,083 $ ( 14,503 ) $ 281,243

Comprehensive income $ 59,224 $ 122,951 $ 44,722 $ 404,195

See Notes to unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data) Note March 28, 2025 September 30, 2024

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

Current Assets:

26 unchanged sentences

Total Liabilities 1,451,432 1,481,503

Common stock, $ 0.01 par value, 1,000,000,000 shares authorized, 33,651,162 and 34,859,033 shares issued and outstanding as of March 28, 2025 and September 30, 2024, respectively

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

Additional paid-in capital 524,409 509,254

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended

(in thousands) Note March 28, 2025 March 29, 2024

Nine months ended

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

Operating activities:

Net (loss) income $ ( 3,720 ) $ 276,335

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Net income $ 39,243 $ 399,753

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

Depreciation and amortization 87,603 88,407

4 unchanged sentences

Amortization of right-of-use assets 23,494 21,200

(Gain) loss on disposal of property, plant and equipment — ( 471 )

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

Other non-cash adjustments to net income 10,516 4,563

16 unchanged sentences

Financing activities:

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

Issuance of common stock, net of shares withheld for tax ( 5,900 ) ( 18,926 )

8 unchanged sentences

See Notes to unaudited condensed consolidated financial statements.

Six months ended

March 28, 2025 March 29, 2024

Nine months ended

June 27, 2025 June 28, 2024

Supplementary Cash Flow Information

19 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

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

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

Net income — — — 123,417 — 123,417

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

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

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

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

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

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

See Notes to unaudited condensed consolidated financial statements.

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on February 16, 2021.

As of March 28, 2025, Atkore was the sole stockholder of Atkore International Inc.

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

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

46 unchanged sentences

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

For the six months ended March 28, 2025, the Company has recognized a reduction of revenue of $ 21,719 for the economic value of tax credits to be transferred and a benefit to cost of sales of $ 24,699 .

As of March 28, 2025, the Company had a liability of $ 10,573 for credits to be transferred or the value thereof.

As of March 28, 2025, all activity related to the solar energy tax credits was within the Safety & Infrastructure segment.

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

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

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

The Company has certain arrangements that require it to estimate at the time of sale the amounts of variable consideration that should not be recorded as revenue as certain amounts are not expected to be collected from customers, as well as an estimate of the value of products to be returned.

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

During the six months ended March 29, 2024, the Company paid out $ 5,973 of accrued purchase price primarily related to the fiscal 2022 acquisition of Cascade Poly Pipe & Conduit and Northwest Polymers, LLC (“Northwest Polymers”), a post-industrial and post-commercial plastic recycler based in Molalla and Aurora Oregon.

No acquisition activity occurred during the six months ended March 28, 2025.

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

During the nine months ended June 28, 2024, the Company paid out $ 6,036 of accrued purchase price primarily related to the fiscal 2022 acquisition of Cascade Poly Pipe & Conduit and Northwest Polymers, LLC (“Northwest Polymers”), a post-industrial and post-commercial plastic recycler based in Molalla and Aurora Oregon.

No acquisition activity occurred during the nine months ended June 27, 2025.

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

The transaction was structured as a stock sale.

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

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

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

POSTRETIREMENT BENEFITS

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The net periodic benefit credit was as follows:

Three months ended Six months ended

(in thousands) Note March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Three months ended Nine months ended

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

Interest cost $ 1,139 $ 1,316 $ 3,417 $ 3,948

2 unchanged sentences

Net periodic benefit cost 6 $ 110 $ 542 $ 331 $ 1,625

OTHER EXPENSE, NET

Other expense, net consisted of the following:

Three months ended Six months ended

(in thousands) March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Loss on assets held for sale $ 281 $ 85 $ 349 $ 21

OTHER (INCOME) EXPENSE, NET

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

Three months ended Nine months ended

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

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

Foreign exchange loss on intercompany loans — 165 1,021 337

Pension-related benefits 45 274 133 823

Loss on sale of a business 6,101 — 6,101 —

Other expense, net $ 6,426 $ 730 $ 7,559 $ 742

Loss on sale of business — — 6,101 —

Other (income) expense, net $ ( 150 ) $ 560 $ 7,409 $ 1,302

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

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

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

For the three months ended March 28, 2025 and March 29, 2024, the Company’s effective tax rate attributable to income before income taxes was 24.7 % and 18.7 %, respectively.

For the three months ended March 28, 2025 and March 29, 2024, the Company’s income tax (benefit) expense was $( 16,452 ) and $ 31,804 respectively.

The increase in the current period effective tax rate was driven by the discrete tax impact of the deductible impairment of the HDPE long-lived assets.

For the six months ended March 28, 2025 and March 29, 2024, the Company’s effective tax rate attributable to income before income taxes was 53.0 % and 18.1 %, respectively.

For the six months ended March 28, 2025 and March 29, 2024, the Company’s income tax (benefit) expense was $( 4,193 ) and $ 61,076 respectively.

The increase in the current period effective tax rate was driven by the discrete tax impact of the deductible impairment of the HDPE long-lived assets.

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

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

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

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

modifications to Section 163(j) interest limitations;

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

amendments to the rules for energy credits;

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

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

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

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

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

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

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

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

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

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

Three months ended Six months ended

(in thousands, except per share data) March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Net (loss) income $ ( 50,057 ) $ 137,955 $ ( 3,720 ) $ 276,335

Three months ended Nine months ended

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

Net income $ 42,962 $ 123,417 $ 39,243 $ 399,753

Undistributed earnings allocated to participating securities 625 1,533 100 5,308

Net (loss) income available to common shareholders $ ( 50,057 ) $ 136,234 $ ( 3,720 ) $ 272,552

Net income available to common shareholders $ 42,337 $ 121,884 $ 39,143 $ 394,445

Basic weighted average common shares outstanding 33,653 36,252 34,167 36,739

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Diluted weighted average common shares outstanding 33,853 36,616 34,391 37,174

Basic earnings (loss) per share $ ( 1.47 ) $ 3.71 $ ( 0.11 ) $ 7.37

Diluted earnings (loss) per share $ ( 1.46 ) $ 3.67 $ ( 0.11 ) $ 7.28

Basic earnings per share $ 1.26 $ 3.36 $ 1.15 $ 10.74

Diluted earnings per share $ 1.25 $ 3.33 $ 1.14 $ 10.61

(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 28,2025 and March 29, 2024.

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

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables present the changes in accumulated other comprehensive loss by component for the three months ended March 28, 2025 and March 29, 2024.

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

(in thousands) Defined Benefit

1 unchanged sentence

Adjustments Total

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

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

Other comprehensive income before reclassifications — 16,221 16,221

2 unchanged sentences

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

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

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

(in thousands) Defined Benefit

1 unchanged sentence

Adjustments Total

Balance as of December 29, 2023 $ ( 10,748 ) $ ( 13,412 ) $ ( 24,160 )

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

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

2 unchanged sentences

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

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

The following tables present the changes in accumulated other comprehensive loss by component for the six months ended March 28, 2025 and March 29, 2024.

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

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

(in thousands) Defined Benefit

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comprehensive loss, net of tax 124 — 124

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

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

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

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

(in thousands) Defined Benefit

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Net current period other comprehensive income 158 4,284 4,442

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

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

INVENTORIES, NET

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

Approximately 81 % of the Company ’ s inventories were valued at the lower of LIFO cost or market at each of March 28, 2025 and September 30, 2024.

Interim LIFO determinations, including those at March 28, 2025, are based on management ’ s estimates of future inventory levels and costs for the remainder of the current fiscal year.

(in thousands) March 28, 2025 September 30, 2024

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

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

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

Purchased materials and manufactured parts, net $ 160,980 $ 153,290

2 unchanged sentences

Inventories, net $ 513,753 $ 524,695

Total inventories would be $ 20,759 lower and $ 14,425 lower than reported as of March 28, 2025 and September 30, 2024, respectively, if the first-in, first-out method was used for all inventories.

As of March 28, 2025, and September 30, 2024, the excess and obsolete inventory reserve was $ 28,798 and $ 29,176 , respectively.

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

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

PROPERTY, PLANT AND EQUIPMENT

As of March 28, 2025, and September 30, 2024, property, plant and equipment and accumulated depreciation were as follows:

(in thousands) March 28, 2025 September 30, 2024

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

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

Land $ 29,757 $ 29,401

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Property, plant and equipment, net $ 627,602 $ 652,093

Depreciation expense for the three months ended March 28, 2025 and March 29, 2024 totaled $ 19,072 and $ 15,234 , respectively.

Depreciation expense for the six months ended March 28, 2025 and March 29, 2024 totaled $ 36,706 and $ 29,787 , respectively.

During the six months ended March 28, 2025, the Company recorded non-cash impairment charges totaling $ 31,766 related to certain long-lived assets related to its HDPE pipe and conduit products, primarily fixed assets and definite-lived intangible assets.

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

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

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

An impairment charge of $ 2,918 was recorded to buildings and related improvements, $ 8,662 was recorded to construction in progress, $ 1,548 was recorded to leasehold improvements and $ 18,638 was recorded to machinery and equipment.

Refer to Note 14 “Fair Value Measurements” for further discussion of the Company’s impairment review.

No impairment was recorded during the six months ended March 29, 2024.

No impairment was recorded during the nine months ended June 28, 2024.

As a result of the asset impairment charge, the book basis of the HDPE fixed assets was adjusted to the new fair value.

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Exchange rate effects 1,018 ( 71 ) 947

Balance as of March 28, 2025 $ 259,030 $ 52,364 $ 311,394

Goodwill balances as of March 28, 2025 included $ 5,645 and $ 43,000 of accumulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively.

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

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

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

1 unchanged sentence

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

March 28, 2025 September 30, 2024

June 27, 2025 September 30, 2024

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

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Total $ 571,020 $ ( 362,454 ) $ 208,566 $ 737,098 $ ( 396,667 ) $ 340,431

During the six months ended March 28, 2025, the Company recorded non-cash impairment charges totaling $ 92,397 primarily related to customer relationships.

During the second quarter of fiscal 2025, the Company recorded non-cash impairment charges totaling $ 92,397 primarily related to customer relationships.

Refer to Note 14 “Fair Value Measurements” for further discussion of the Company’s impairment review.

2 unchanged sentences

Other intangible assets consist of definite-lived trade names, technology, non-compete agreements and backlogs.

Included in the table above are the effects of changes in exchange rates, which were not material for the six months ended March 28, 2025.

Amortization expense for the three months ended March 28, 2025 and March 29, 2024 was $ 10,166 and $ 14,221 , respectively.

Included in the table above are the effects of changes in exchange rates, which were not material for the nine months ended June 27, 2025.

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

Expected amortization expense for intangible assets for the remainder of fiscal 2025 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 28, 2025 and September 30, 2024 was as follows:

(in thousands) March 28, 2025 September 30, 2024

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

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

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 28, 2025 and September 30, 2024.

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

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

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

The New Senior Secured Term Loan Facility will mature on May 26, 2028 and borrowings thereunder bearing interest at the rate of forward-looking interest rate based on the “SOFR”, consisting of an applicable margin of 2.00 % and a credit spread adjustment of (i) 0.11448 % for a one-month interest period, (ii) 0.26161 % for a three-month interest period and (iii) 0.42826 % for a six-month interest period.

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

The senior secured term loan facility will mature on May 26, 2028 and borrowings thereunder bearing interest at the rate of forward-looking interest rate based on the “SOFR”, consisting of an applicable margin of 2.00 % and a credit spread adjustment of (i) 0.11448 % for a one-month interest period, (ii) 0.26161 % for a three-month interest period and (iii) 0.42826 % for a six-month interest period.

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

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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 6, “Other Expense, net” for further detail.

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

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

Cash flows associated with derivative financial instruments are recognized in the operating section of the condensed consolidated statements of cash flows.

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

The Company had no active forward currency contracts or other derivative instruments as of March 28, 2025 or September 30, 2024.

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

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

March 28, 2025 September 30, 2024

June 27, 2025 September 30, 2024

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

2 unchanged sentences

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

March 28, 2025 September 30, 2024

June 27, 2025 September 30, 2024

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

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Impairment Charge related to HDPE Assets

During the three months ended March 28, 2025, the Company recorded non-cash impairment charges of $ 127,733 , against the long-lived assets of the HDPE business, primarily the fixed assets, right-of-use assets and definite-lived intangibles.

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

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

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

As of March 28, 2025, such obligations were $ 213,442 for the rest of fiscal year 2025 and $ 16,000 for fiscal year 2026 and beyond.

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

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

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The Company utilizes a third-party claims administrator to pay claims, track and evaluate actual claims experience, and ensure consistency in the data used in the actuarial valuation.

Legal Contingencies — Historically, a number of lawsuits have been filed against the Company and the Company has also received other claim demand letters alleging that the Company's anti-microbial coated steel sprinkler pipe, which the Company has not manufactured or sold for several years, is incompatible with chlorinated polyvinyl chloride and caused stress cracking in such pipe manufactured by third parties when installed together in the same sprinkler system, which the Company refers to collectively as the “Special Products Claims.” Tyco International Ltd.

(“Tyco”), now Johnson Controls, Inc.

(“JCI”), has a contractual obligation to indemnify the Company in respect of all remaining and future claims of incompatibility between the Company's antimicrobial coated steel sprinkler pipe and CPVC pipe used in the same sprinkler system.

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Accordingly, at this time, the Company does not expect the outcome of the Special Products Claims proceedings, either individually or in the aggregate, to have a material adverse effect on its business, financial condition, results of operations or cash flows, and the Company believes that its reserves are adequate for all remaining contingencies for Special Products Claims and other product liabilities.

In the fourth quarter of fiscal 2024, the Company has been named a defendant in several putative class action lawsuits, consolidated under the caption In re:

In the fourth quarter of fiscal 2024, the Company was named a defendant in several putative class action lawsuits, consolidated under the caption In re:

PVC Pipe Antitrust Litigation (N.D.

2 unchanged sentences

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 Act and certain state laws.

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

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

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

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

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

vigorously defend itself.

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

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

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

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

On February 13, 2025, the Company received from the U.S.

Department of Justice (“DOJ”) Antitrust Division a grand jury subpoena issued by the U.S.

Department of Justice Antitrust Division a grand jury subpoena issued by the U.S.

District Court for the Northern District of California.

The subpoena calls for production of documents relating to the pricing of the Company’s PVC pipe and conduit products.

The Company intends to comply with its obligations under the subpoena.

The Company is complying, and intends to continue to comply, with its obligations under the subpoena.

In the second quarter of fiscal 2025, the Company and certain of its current and former officers were named as defendants in two putative securities class action lawsuits under the captions Westchester Putnam Counties Heavy & Highway Laborers Local 60 Benefits Fund v.

1 unchanged sentence

Ill 1:25-cv-02686).

The complaints assert claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, 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 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.

1 unchanged sentence

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.

The complaint asserts claims for breach of fiduciary duties, aiding and abetting breach of fiduciary duties, unjust enrichment, waste, and violations of federal securities laws, based primarily on the same alleged conduct underlying the securities class action lawsuits described above, and seeks damages in an unspecified amount and other relief.

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

Waltz et al (N.D.

III 1:25-cv-08009).

These complaints assert claims for breach of fiduciary duties, aiding and abetting breach of fiduciary duties, unjust enrichment, waste, and violations of federal securities laws, and in LR Trust, an insider trading claim, based primarily on the same alleged conduct underlying the securities class action lawsuits described above, and seeks damages in an unspecified amount and other relief.

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

3 unchanged sentences

However, litigation is unpredictable, and the Company could incur judgments or enter into settlements for current or future claims that could adversely affect its business, financial condition, results of operations or cash flows.

The Company had no outstanding letters of credit as of March 28, 2025.

The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $ 44,913 as of March 28, 2025.

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

The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $ 44,170 as of June 27, 2025.

In disposing of assets or businesses, the Company often provides representations, warranties and indemnities to cover various risks including unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition.

The Company 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.

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

In the normal course of business, the Company is liable for product performance and contract completion.

15 unchanged sentences

Three months ended

March 28, 2025 March 29, 2024

June 27, 2025 June 28, 2024

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

3 unchanged sentences

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

Six months ended

March 28, 2025 March 29, 2024

Nine months ended

June 27, 2025 June 28, 2024

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

4 unchanged sentences

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

(in thousands) March 28, 2025 September 30, 2024

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

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

3 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 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Three months ended Nine months ended

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

Operating segment Adjusted EBITDA

13 unchanged sentences

(b) Represents other items, such as inventory reserves and adjustments, (gain) loss on disposal of property, plant and equipment, (gain) loss on assets held for sale, realized or unrealized (gain) loss on foreign currency impacts of intercompany loans, insurance recoveries, transaction costs and restructuring costs.

The Company ’ s net sales by geography were as follows for the three and six months ended March 28, 2025 and March 29, 2024:

Three months ended Six months ended

(in thousands) March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

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

Three months ended Nine months ended

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

United States $ 653,392 $ 719,573 $ 1,835,544 $ 2,128,274

3 unchanged sentences

Total $ 735,045 $ 822,364 $ 2,098,367 $ 2,413,756

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 six months ended March 28, 2025 and March 29, 2024:

Three months ended Six months ended

(in thousands) March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Three months ended Nine months ended

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

Metal Electrical Conduit and Fittings $ 121,118 $ 137,057 $ 335,189 $ 423,993

12 unchanged sentences

SUBSEQUENT EVENTS

On April 30, 2025, Atkore’s Board of Directors declared a quarterly cash dividend of $ 0.33 per share of common stock payable on May 28, 2025, to stockholders of record on May 16, 2025.

On April 30, 2025, Atkore International, Inc., a wholly owned subsidiary of the Company, entered into an amendment of its existing Credit Agreement.

See Note 13, “Debt” for additional discussion.

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

On August 4, 2025, William E.

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

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

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