Atkore Inc 10-Q for FY2026 Q1
Atkore Inc. (ATKR)
10-Q
2026-02-03
For: 2025-12-26
View Original
Added on
April 08, 2026
About this 10-Q
Atkore Inc filed this 10-Q on February 3, 2026, covering the quarter ended December 26, 2025 (FY2026 Q1).
Headline figures
Quarter ended December 26, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $655.55M
- down 0.9% from $661.6M a year earlier
- Net income
- $15.03M
- down 67.6% from net income of $46.34M a year earlier
- Diluted EPS
- $0.44
- down 66.4% from $1.31 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
FORM 10-Q
_________________________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended December 26, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 001-37793
_________________________________________
(Exact name of registrant as specified in its charter)
_________________________________________
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||
_____________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. ☐ | ||||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
_____________________
As of January 30, 2026, there were 33,750,639 shares of the registrant’s common stock, $0.01 par value per share, outstanding.
TABLE OF CONTENTS
| Page No. | |||||
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three months ended | ||||||||||||||||||||||||||||||||
| (in thousands, except per share data) | Note | December 26, 2025 | December 27, 2024 | |||||||||||||||||||||||||||||
| Net sales | $ | $ | ||||||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||||||||
| Selling, general and administrative | ||||||||||||||||||||||||||||||||
| Intangible asset amortization | 12 | |||||||||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||||||||
| Other (income) expense, net | 6 | ( | ||||||||||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||||||||
| Income tax expense | 7 | |||||||||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||||||||
| Net income per share | ||||||||||||||||||||||||||||||||
| Basic | 8 | $ | $ | |||||||||||||||||||||||||||||
| Diluted | 8 | $ | $ | |||||||||||||||||||||||||||||
See Notes to unaudited condensed consolidated financial statements.
2
ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| Three months ended | ||||||||||||||||||||||||||||||||
| (in thousands) | Note | December 26, 2025 | December 27, 2024 | |||||||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||||||||
| Other comprehensive (loss) income, net of tax: | ||||||||||||||||||||||||||||||||
| Change in foreign currency translation adjustment | ( | |||||||||||||||||||||||||||||||
| Change in unrecognized loss related to pension benefit plans | 4 | |||||||||||||||||||||||||||||||
| Total other comprehensive (loss) income | 9 | ( | ||||||||||||||||||||||||||||||
| Comprehensive income | $ | $ | ||||||||||||||||||||||||||||||
See Notes to unaudited condensed consolidated financial statements.
3
ATKORE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (in thousands, except share and per share data) | Note | December 26, 2025 | September 30, 2025 | |||||||||||||||||
| Assets | ||||||||||||||||||||
| Current Assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||||||||
Accounts receivable, less allowance for current and expected credit losses of $ | ||||||||||||||||||||
| Inventories, net | 10 | |||||||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||||||||
| Total current assets | ||||||||||||||||||||
| Property, plant and equipment, net | 11 | |||||||||||||||||||
| Intangible assets, net | 12 | |||||||||||||||||||
| Goodwill | 12 | |||||||||||||||||||
| Right-of-use assets, net | ||||||||||||||||||||
| Deferred tax assets | 7 | |||||||||||||||||||
| Other long-term assets | ||||||||||||||||||||
| Total Assets | $ | $ | ||||||||||||||||||
| Liabilities and Equity | ||||||||||||||||||||
| Current Liabilities: | ||||||||||||||||||||
| Short-term debt and current maturities of long-term debt | 13 | $ | $ | |||||||||||||||||
| Accounts payable | ||||||||||||||||||||
| Income tax payable | ||||||||||||||||||||
| Accrued compensation and employee benefits | ||||||||||||||||||||
| Customer liabilities | ||||||||||||||||||||
| Lease obligations | ||||||||||||||||||||
| Other current liabilities | ||||||||||||||||||||
| Total current liabilities | ||||||||||||||||||||
| Long-term debt | 13 | |||||||||||||||||||
| Long-term lease obligations | ||||||||||||||||||||
| Deferred tax liabilities | 7 | |||||||||||||||||||
| Other long-term liabilities | ||||||||||||||||||||
| Total Liabilities | ||||||||||||||||||||
| Equity: | ||||||||||||||||||||
Common stock, $ | ||||||||||||||||||||
| Additional paid-in capital | ||||||||||||||||||||
| Retained earnings | ||||||||||||||||||||
| Accumulated other comprehensive loss | 9 | ( | ( | |||||||||||||||||
| Total Equity | ||||||||||||||||||||
| Total Liabilities and Equity | $ | $ | ||||||||||||||||||
See Notes to unaudited condensed consolidated financial statements.
4
ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three months ended | ||||||||||||||||||||
| (in thousands) | Note | December 26, 2025 | December 27, 2024 | |||||||||||||||||
| Operating activities: | ||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Deferred income taxes | 7 | ( | ( | |||||||||||||||||
| Gain on sale of business | 3 | ( | ||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Amortization of right-of-use assets | ||||||||||||||||||||
| Other non-cash adjustments to net income | ||||||||||||||||||||
| Changes in operating assets and liabilities, net of effects from acquisitions | ||||||||||||||||||||
| Accounts receivable | ( | |||||||||||||||||||
| Inventories | ( | |||||||||||||||||||
| Prepaid expenses and other current assets | ( | |||||||||||||||||||
| Accounts payable | ( | ( | ||||||||||||||||||
| Accrued and other liabilities | ( | |||||||||||||||||||
| Lease assets and liabilities | ( | ( | ||||||||||||||||||
| Income taxes | ( | ( | ||||||||||||||||||
| Other, net | ( | |||||||||||||||||||
| Net cash provided by (used in) operating activities | ( | |||||||||||||||||||
| Investing activities: | ||||||||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||||||||
| Proceeds from sale of a business | 3 | |||||||||||||||||||
| Other, net | ||||||||||||||||||||
| Net cash provided by (used in) investing activities | ( | |||||||||||||||||||
| Financing activities: | ||||||||||||||||||||
| Issuance of common stock, net of shares withheld for tax | ( | ( | ||||||||||||||||||
| Repurchase of common stock | ( | |||||||||||||||||||
| Finance lease payments | ( | ( | ||||||||||||||||||
| Dividends paid to shareholders | ( | ( | ||||||||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||||||||
| Effects of foreign exchange rate changes on cash and cash equivalents | ( | |||||||||||||||||||
| Decrease in cash and cash equivalents | ( | ( | ||||||||||||||||||
| Cash and cash equivalents at beginning of period | ||||||||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||||||||||||||
See Notes to unaudited condensed consolidated financial statements.
5
| Three months ended | ||||||||||||||||||||
| December 26, 2025 | December 27, 2024 | |||||||||||||||||||
| Supplementary Cash Flow Information | ||||||||||||||||||||
| Capital expenditures, not yet paid | $ | $ | ||||||||||||||||||
| Operating lease right-of-use assets obtained in exchange for lease liabilities | $ | $ | ||||||||||||||||||
6
ATKORE INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Equity | |||||||||||||||||||||||||||||||||||||
| (in thousands) | Shares | Amount | |||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net of shares withheld for tax | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Balance as of December 26, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Equity | |||||||||||||||||||||||||||||||||||||
| (in thousands) | Shares | Amount | |||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net of shares withheld for tax | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Balance as of December 27, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||
See Notes to unaudited condensed consolidated financial statements.
7
ATKORE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(dollars and shares in thousands, except per share data)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Organization and Ownership Structure — Atkore Inc. (the “Company”, “Atkore” or “AI”) is a leading manufacturer of Electrical products primarily for the non-residential construction and renovation markets and Safety & Infrastructure solutions for the construction and industrial markets. Atkore was incorporated in the State of Delaware on November 4, 2010 under the name Atkore International Group, Inc. and changed its name to Atkore Inc. on February 16, 2021. As of December 26, 2025, Atkore was the sole stockholder of Atkore International Inc. ("AII").
The Electrical segment manufactures high quality products used in the construction of electrical power systems including conduit, cable, and installation accessories. 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. These solutions are marketed to contractors, original equipment manufacturers and end users.
Basis of Presentation — The accompanying unaudited condensed consolidated financial statements of the Company included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These unaudited condensed consolidated financial statements have been prepared in accordance with the Company’s accounting policies and on the same basis as those consolidated financial statements included in the Company’s latest Annual Report on Form 10-K for the year ended September 30, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 26, 2025, and should be read in conjunction with those consolidated financial statements and the notes thereto. Certain information and disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC.
The unaudited condensed consolidated financial statements include the assets and liabilities used in operating the Company’s business. All intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired or disposed of are included in the unaudited condensed consolidated financial statements from the effective date of acquisition or up to the date of disposal.
These statements include all adjustments (consisting of normal recurring adjustments) that the Company considered necessary to present a fair statement of its results of operations, financial position and cash flows. The results reported in these unaudited condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year.
Fiscal Periods — The Company has a fiscal year that ends on September 30. The Company’s fiscal quarters typically end on the last Friday in December, March and June as it follows a 4-5-4 calendar.
Use of Estimates — The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclose contingent assets and liabilities at the date of the condensed consolidated financial statements and report the associated amounts of revenues and expenses. Actual results could differ materially from these estimates.
8
Recent Accounting Pronouncements
A summary of recently adopted accounting guidance is as follows. Adoption dates are on the first day of the fiscal year indicated below, unless otherwise specified.
| ASU | Description of ASU | Impact to Atkore | Adoption Date | ||||||||||||||||||||
| 2023-09 Income Taxes (Topic 740); Improvements to Income Tax Disclosures | The ASU requires companies to provide additional tax disclosures including specific categories in the rate reconciliations and reconciling items that meet a quantitative threshold. Additional disclosures are also required for income tax paid and the disaggregation of domestic and foreign income tax expense. | The Company has adopted the standard in fiscal 2026 and include the disclosures required by the ASU within the Income Tax Footnote of the annual report. | 2026 | ||||||||||||||||||||
| 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) | The ASU requires companies to disclose, in the notes to the financial statements, specified information about certain costs and expenses. The amendments in this update do not change or remove current expense disclosure requirements presented on the face of the income statement. However, the amendments require the disaggregation of certain expense captions into specified categories in the notes to financial statements and inclusion of certain current disclosures in the same tabular format as the other disaggregation requirements in the amendments. | The Company will adopt the standard in fiscal 2028 and include the disclosures required by the ASU within the annual report and quarterly reports beginning in fiscal 2029. | 2028 | ||||||||||||||||||||
| 2025-06 Intangibles - Goodwill and Other-Internal-Use Software (Subtopic 350-40); Targeted Improvements to the Accounting for Internal-Use Software | This ASU requires companies to consider project stages in determining whether a software development cost for internal-use software is capitalized or expensed. The amendment requires an entity to start capitalizing software costs when management has both authorized and committed to funding the software project and when it is probable that the project will be completed and the software will be used to perform the intended function. Additionally, disclosures are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements in accordance with Subtopic 360-10, Property, Plant, and Equipment - Overall. | The Company is still evaluating the future impact of this accounting standard. | 2029 | ||||||||||||||||||||
2. REVENUE FROM CONTRACTS WITH CUSTOMERS
The Company’s revenue arrangements primarily consist of a single performance obligation to transfer promised goods which is satisfied at a point in time when title, risks and rewards of ownership, and subsequently control have transferred to the customer. This generally occurs when the product is shipped to the customer, with an immaterial amount of transactions in which control transfers upon delivery. The Company primarily offers assurance-type standard warranties that do not represent separate performance obligations.
9
Under the Inflation Reduction Act of 2022 (“IRA”), the Company is eligible for tax credits related to the manufacturing and selling of components used in the solar energy industry. These tax credits are transferable under the IRA when they meet certain criteria. When credits do not meet the transferability criteria, the benefit is recognized within income tax expense in accordance with ASC 740, “Income Taxes.” Beginning in fiscal 2024, the Company has concluded that the credits generated are transferable. 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 solar energy tax credit receivable is recorded in Prepaid Expenses and Other Current Assets and the liability to transfer the defined portion of the tax credits or the economic value thereof is recorded in Customer Liabilities.
For the three months ended December 26, 2025, the Company has recognized a reduction of revenue of $12,525 for the economic value of tax credits to be transferred and a benefit to cost of sales of $13,538 . As of December 26, 2025, the Company had a liability of $12,981 for credits to be transferred or the value thereof. As of December 26, 2025, all activity related to the solar energy tax credits was within the Safety & Infrastructure segment.
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. The Company principally relies on historical experience, specific customer agreements, and anticipated future trends to estimate these amounts at the time of sale and to reduce the transaction price. These arrangements include sales discounts and allowances, volume rebates, and returned goods. The Company records its obligations related to these items within the Customer Liabilities line on the condensed consolidated balance sheets.
The Company records amounts billed to customers for reimbursement of shipping and handling costs within revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of goods sold. Sales taxes and other usage-based taxes are excluded from revenue. The Company does not evaluate whether the selling price includes a financing interest component for contracts that are less than a year. The Company also expenses costs incurred to obtain a contract, primarily sales commissions, as all obligations will be settled in less than one year .
The Company typically receives payment 30 to 60 days from the point it has satisfied the related performance obligation. See Note 17, “Segment Information” for revenue disaggregated by geography and product categories.
10
3. DIVESTITURES
On December 1, 2025, the Company sold Tectron Tube. The transaction was structured as a stock sale.
| (in thousands) | Tectron Tube | |||||||
| Cash consideration | $ | |||||||
| Note received | ||||||||
| Net assets divested | ||||||||
| Gain on sale of business | $ | |||||||
Net assets divested included working capital of $14,727 , fixed assets, net of $8,545 , and right-of-use assets and lease liabilities of $387 and $386 , respectively. Working capital primarily included accounts receivables, net of $3,971 , and inventory, net of $10,227 . For consideration, the Company received cash of $18,388 and a note receivable of $7,300 payable in April 2026.
In fiscal 2023, the Company initiated plans to exit operations in Russia and that asset disposal group was recognized as assets held for sale. The Company recognized losses on those assets in fiscal 2023 as the Company did not expect to recover the value of its investment. The Company completed its exit in the first quarter of fiscal 2026 and recognized a loss on sale of business of $140 .
4. POSTRETIREMENT BENEFITS
The Company provides pension benefits through a number of noncontributory and contributory defined benefit retirement plans covering eligible U.S. employees. As of September 30, 2017, all defined pension benefit plans were frozen, whereby participants no longer accrue credited service.
The net periodic benefit credit was as follows:
| Three months ended | ||||||||||||||||||||||||||
| (in thousands) | December 26, 2025 | December 27, 2024 | ||||||||||||||||||||||||
| Interest cost | $ | $ | ||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ||||||||||||||||||||||||
| Amortization of actuarial loss | ||||||||||||||||||||||||||
| Net periodic benefit cost | $ | ( | $ | |||||||||||||||||||||||
11
5. RESTRUCTURING CHARGES
On September 29, 2025, the Company announced plans for headcount reductions and plant closures at certain of its facilities. The following tables summarize the activities related to the plan.
The liability for restructuring reserves is included within Other current liabilities in the Company's condensed consolidated balance sheets as follows:
| Electrical | Safety & Infrastructure | Other/ Corporate | ||||||||||||||||||||||||||||||
| (in thousands) | Severance | Other | Severance | Severance | Total | |||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Charges | ( | |||||||||||||||||||||||||||||||
| Utilization | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Balance as of December 26, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
The Company expects to utilize all restructuring accruals as of December 26, 2025 within the next twelve months. The net restructuring charges included as a component of Selling, general and administrative expenses in the Company's condensed consolidated statements of operations were as follows:
| Three months ended | ||||||||||||||||||||||||||
| (in thousands) | December 26, 2025 | December 27, 2024 | ||||||||||||||||||||||||
| Total restructuring charges, net | $ | $ | ||||||||||||||||||||||||
In addition to the charges presented above, the Company reduced the remaining useful lives of assets still in use at the plants that are closing in fiscal 2026. This resulted in an additional $8,165 of depreciation expense to be recognized in the first quarter of 2026. Depreciation of plant assets is recognized in Cost of sales.
6. OTHER (INCOME) EXPENSE, NET
Other (income) expense, net consisted of the following:
| Three months ended | ||||||||||||||||||||||||||
| (in thousands) | December 26, 2025 | December 27, 2024 | ||||||||||||||||||||||||
| Loss on assets held for sale | $ | $ | ||||||||||||||||||||||||
| Foreign exchange loss on intercompany loans | ||||||||||||||||||||||||||
| Pension-related benefits | ( | |||||||||||||||||||||||||
| (Gain) on sale of business | ( | |||||||||||||||||||||||||
| Other (income) expense, net | $ | ( | $ | |||||||||||||||||||||||
In fiscal 2026, the Company divested Tectron Tube and operations in Russia and recognized a gain of $2,275 as described in Note 3, “Divestitures”.
12
7. INCOME TAXES
For the three months ended December 26, 2025 and December 27, 2024, the Company’s effective tax rate attributable to income before income taxes was 3.0 % and 20.9 %, respectively. For the three months ended December 26, 2025 and December 27, 2024, the Company’s income tax expense was $465 and $12,260 , respectively. The decrease in the current period effective tax rate was driven by a one-time discrete tax benefit related to tax planning strategies which resulted in deductible tax attributes.
8. EARNINGS PER SHARE
The Company calculates basic and diluted earnings per common share using the two-class method. Under the two-class method, net earnings are allocated to each class of common stock and participating securities as if all of the net earnings for the period had been distributed. The Company’s participating securities consist of share-based payment awards that contain a non-forfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common stockholders.
Basic earnings per common share excludes dilution and is calculated by dividing the net earnings allocated to common stock by the weighted-average number of common stock outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocated to common stock by the weighted-average number of shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating share-based awards.
The following tables sets forth the computation of basic and diluted earnings per share:
| Three months ended | ||||||||||||||||||||||||||
| (in thousands, except per share data) | December 26, 2025 | December 27, 2024 | ||||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||
| Less: Undistributed earnings allocated to participating securities | ||||||||||||||||||||||||||
| Net income available to common shareholders | $ | $ | ||||||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Basic weighted average common shares outstanding | ||||||||||||||||||||||||||
Effect of dilutive securities: Non-participating employee stock options (1) | ||||||||||||||||||||||||||
| Diluted weighted average common shares outstanding | ||||||||||||||||||||||||||
| Basic earnings per share | $ | $ | ||||||||||||||||||||||||
| Diluted earnings per share | $ | $ | ||||||||||||||||||||||||
(1) Stock options to purchase shares of common stock that would have been anti-dilutive are not included in the calculation. There were | ||||||||||||||||||||||||||
13
9. ACCUMULATED OTHER COMPREHENSIVE LOSS
The following tables presents the changes in accumulated other comprehensive loss by component for the three months ended December 26, 2025 and December 27, 2024.
| (in thousands) | Defined Benefit Pension Items | Currency Translation Adjustments | Total | |||||||||||||||||
| Balance as of September 30, 2025 | $ | ( | $ | ( | $ | ( | ||||||||||||||
| Other comprehensive income before reclassifications | ||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income, net of tax | ||||||||||||||||||||
| Net current period other comprehensive income | ||||||||||||||||||||
| Balance as of December 26, 2025 | $ | ( | $ | ( | $ | ( | ||||||||||||||
| (in thousands) | Defined Benefit Pension Items | Currency Translation Adjustments | Total | |||||||||||||||||
| Balance as of September 30, 2024 | $ | ( | $ | ( | $ | ( | ||||||||||||||
| Other comprehensive income before reclassifications | ( | ( | ||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income, net of tax | ||||||||||||||||||||
| Net current period other comprehensive income | ( | ( | ||||||||||||||||||
| Balance as of December 27, 2024 | $ | ( | $ | ( | $ | ( | ||||||||||||||
10. INVENTORIES, NET
A majority of the Company’s inventories are recorded at the lower of cost (primarily last in, first out, or “LIFO”) or market or net realizable value, as applicable. Approximately 82 % and 81 % of the Company’s inventories were valued at the lower of LIFO cost or market at each of December 26, 2025 and September 30, 2025. Interim LIFO determinations, including those at December 26, 2025, are based on management’s estimates of future inventory levels and costs for the remainder of the current fiscal year.
| (in thousands) | December 26, 2025 | September 30, 2025 | ||||||||||||
| Purchased materials and manufactured parts, net | $ | $ | ||||||||||||
| Work in process, net | ||||||||||||||
| Finished goods, net | ||||||||||||||
| Inventories, net | $ | $ | ||||||||||||
14
11. PROPERTY, PLANT AND EQUIPMENT
As of December 26, 2025, and September 30, 2025, property, plant and equipment and accumulated depreciation were as follows:
| (in thousands) | December 26, 2025 | September 30, 2025 | ||||||||||||
| Land | $ | $ | ||||||||||||
| Buildings and related improvements | ||||||||||||||
| Machinery and equipment | ||||||||||||||
| Leasehold improvements | ||||||||||||||
| Software | ||||||||||||||
| Construction in progress | ||||||||||||||
| Property, plant and equipment, at cost | ||||||||||||||
| Accumulated depreciation | ( | ( | ||||||||||||
| Property, plant and equipment, net | $ | $ | ||||||||||||
12. GOODWILL AND INTANGIBLE ASSETS
Changes in the carrying amount of goodwill are as follows:
| (in thousands) | Electrical | Safety & Infrastructure | Total | |||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | |||||||||||||||||
| Exchange rate effects | ||||||||||||||||||||
| Balance as of December 26, 2025 | $ | $ | $ | |||||||||||||||||
Goodwill balances as of December 26, 2025 included $5,645 and $61,885 of accumulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively.
The Company assesses the recoverability of goodwill and indefinite-lived trade names on an annual basis in accordance with ASC 350, “Intangibles - Goodwill and Other.” The measurement date is the first day of the fourth fiscal quarter, or more frequently, if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit or the respective indefinite-lived trade name is less than the carrying value.
15
The following table provides the gross carrying value, accumulated amortization and net carrying value for each major class of intangible asset:
| December 26, 2025 | September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Weighted Average Useful Life (Years) | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | ||||||||||||||||||||||||||||||||||
| Amortizable intangible assets: | |||||||||||||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Total | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Indefinite-lived intangible assets: | |||||||||||||||||||||||||||||||||||||||||
| Trade names | — | — | |||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
Other intangible assets consist of definite-lived trade names, technology, non-compete agreements and backlogs. Included in the table above are the effects of changes in exchange rates, which were not material for the three months ended December 26, 2025. Amortization expense for the three months ended December 26, 2025 and December 27, 2024 was $6,310 and $11,699 , respectively.
Expected amortization expense for intangible assets for the remainder of fiscal 2026 and over the next five years and thereafter is as follows:
| (in thousands) | ||||||||
| Remaining 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| 2031 | ||||||||
| Thereafter | ||||||||
Actual amounts of amortization may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets and other events.
16
13. DEBT
Debt as of December 26, 2025 and September 30, 2025 was as follows:
| (in thousands) | December 26, 2025 | September 30, 2025 | ||||||||||||
| ABL Credit Facility | $ | $ | ||||||||||||
| Senior Secured Term Loan Facility due September 29, 2032 | ||||||||||||||
| Senior Notes due June 2031 | ||||||||||||||
| Deferred financing costs | ( | ( | ||||||||||||
| Total debt | $ | $ | ||||||||||||
| Less: Current portion | ||||||||||||||
| Long-term debt | $ | $ | ||||||||||||
The asset-based credit facility (the “ABL Credit Facility”) has aggregate commitments of $325,000 . 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
The ABL Credit Facility uses a forward-looking interest rate based on the Secured Overnight Financing Rate (“SOFR”) consisting of an applicable margin ranging from 1.25 % to 1.75 % and a credit spread adjustment of 0.10 %.
On April 30, 2025, AII, a wholly owned subsidiary of the Company, entered into a Fourth Amendment to its existing Credit Agreement, dated as of August 28, 2020, which, among other things, (i) extended the maturity of the facility to the earlier of April 30, 2030 or 91 days prior to the maturity date of the existing senior term loan facility if at least $100,000 of obligations remain outstanding under the existing senior secured term loan facility on such date and (ii) amended certain terms and thresholds with respect to the Company’s borrowing base capacity.
On March 15, 2023, the Company entered into an amendment to the New Senior Secured Term Loan Facility to implement a forward-looking interest rate based on the Secured Overnight Financing Rate (“SOFR”) in lieu of LIBOR, consisting of an applicable margin of 2.00 % and a credit spread adjustment of (i) 0.11448 % for a one-month interest period, (ii) 0.26161 % for a three-month interest period and (iii) 0.42826 % for a six-month interest period.
On September 29, 2025, the Company entered into a new $373 million senior secured term loan facility (the “New Senior Secured Term Loan Facility”) pursuant to an amendment to its existing Term Loan Credit Agreement (the “Amendment”). The New Senior Secured Term Loan Facility will mature on the earlier of (i) September 29, 2032 and (ii) the date that is 91 days prior to the maturity of the Company’s existing senior notes due June 1, 2031 if more than $100 million of such senior notes remains outstanding as of such date. Borrowings under the New Senior Secured Term Loan Facility will bear interest at the rate of either (x) Term SOFR (with a floor of 0 %) plus 2.00 %, or (y) an alternate base rate (with a floor of 1.5 %) plus 1.00 %. The New Senior Secured Term Loan Facility has an annual amortization rate of 1.00 %.
Senior Notes - On May 26, 2021, the Company completed the issuance and sale of the $400,000 aggregate principal amount of 4.25 % Senior Notes due 2031 (the “Senior Notes”) in a private offering. The Senior Notes were sold only to qualified institutional buyers in compliance with Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside of the United States in compliance with Regulation S of the Securities Act.
17
14. FAIR VALUE MEASUREMENTS
Certain assets and liabilities are required to be recorded at fair value on a recurring basis.
The Company periodically uses forward currency contracts to hedge the effects of foreign exchange relating to intercompany balances denominated in a foreign currency. These derivative instruments are not formally designated as a hedge by the Company. Short-term forward currency contracts are recorded in either other current assets or other current liabilities and long-term forward currency contracts are recorded in either other long-term assets or other long-term liabilities in the condensed consolidated balance sheets. The fair value gains and losses are included in other (income) expense, net within the condensed consolidated statements of operations. See Note 6, “Other (Income) Expense, net” for further detail.
Cash flows associated with derivative financial instruments are recognized in the operating section of the condensed consolidated statements of cash flows. The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles.
The Company had no active forward currency contracts or other derivative instruments as of December 26, 2025, or September 30, 2025.
The following table presents the Company’s assets and liabilities measured at fair value:
| December 26, 2025 | September 30, 2025 | |||||||||||||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 1 | Level 2 | ||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | ||||||||||||||||||||||
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:
| December 26, 2025 | September 30, 2025 | |||||||||||||||||||||||||
| (in thousands) | Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||||
| Senior Secured Term Loan Facility due September 29, 2032 | $ | $ | $ | $ | ||||||||||||||||||||||
| Senior Notes due June 2031 | ||||||||||||||||||||||||||
| Total Debt | $ | $ | $ | $ | ||||||||||||||||||||||
15. COMMITMENTS AND CONTINGENCIES
The Company has obligations related to commitments to purchase certain goods. As of December 26, 2025, such obligations were $230,331 for the rest of fiscal year 2026 and $16,000 for fiscal year 2027 and beyond. These amounts represent open purchase orders for materials used in production.
18
Insurable Liabilities — The Company maintains policies with various insurance companies for its workers’ compensation, product, property, general, auto, and executive liability risks. The insurance policies that the Company maintains have various retention levels and excess coverage limits. The establishment and update of liabilities for unpaid claims, including claims incurred but not reported, is based on management's estimate as a result of the assessment by the Company's claim administrator of each claim and an independent actuarial valuation of the nature and severity of total claims. The Company utilizes a third-party claims administrator to pay claims, track and evaluate actual claims experience, and ensure consistency in the data used in the actuarial valuation.
Legal Contingencies — Historically, a number of lawsuits have been filed against the Company and the Company has also received other claim demand letters alleging that the Company's anti-microbial coated steel sprinkler pipe, which the Company has not manufactured or sold for several years, is incompatible with chlorinated polyvinyl chloride and caused stress cracking in such pipe manufactured by third parties when installed together in the same sprinkler system, which the Company refers to collectively as the “Special Products Claims.” Tyco International Ltd., now Johnson Controls, Inc. (“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. When Special Products Claims arise, JCI has defended and indemnified the Company as required.
As of the date of this filing, no Special Product Claims are currently pending against the Company as JCI has resolved all claims at their sole cost and expense. Accordingly, at this time, the Company does not expect the outcome of the Special Products Claims proceedings, either individually or in the aggregate, to have a material adverse effect on its business, financial condition, results of operations or cash flows, and the Company believes that its reserves are adequate for all remaining contingencies for Special Products Claims and other product liabilities.
In the fourth quarter of fiscal 2024, the Company was named a defendant in several putative class action lawsuits, consolidated under the caption In re: PVC Pipe Antitrust Litigation (N.D. Ill. 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. The Company believes there are defenses, both factual and legal, to the allegations in these various proceedings and the Company plans to vigorously defend itself. A settlement between OPIS and plaintiffs was preliminarily approved in July 2025, obligating OPIS to pay certain monies and to cooperate with plaintiffs. Notice of the settlement has been sent to class members who now have the opportunity to opt out. Amended complaints were filed in August 2025 that included additional allegations against the defendants, including the Company. Defendants have filed motions to dismiss the amended complaints, and briefing on these motions is complete.
At this stage of the antitrust litigation, the Company cannot reasonably estimate the range of possible loss or timing, outcome or consequence of this litigation. The total cost associated with these matters will depend on many factors, including the duration of these matters and any related findings. An adverse outcome in this litigation could have a material adverse impact on the Company’s business, financial position, results of operations or cash flows.
In September 2025, the Company was also named a defendant in a lawsuit in British Columbia, Canada with allegations similar to those in the US antitrust lawsuits. At this time, the Company is not able to predict any outcome or estimate the amount of loss, if any, which could be associated with any adverse decision in this matter.
19
On February 13, 2025, the Company received from the U.S. Department of Justice Antitrust Division (“DOJ”) a grand jury subpoena issued by the U.S. District Court for the Northern District of California. The subpoena calls for production of documents relating to the pricing of the Company’s PVC pipe and conduit products. The Company is complying, and intends to continue to comply, with its obligations under the subpoena. In October 2025, the DOJ intervened and sought an order from the court presiding over the putative antitrust class action lawsuits, staying most discovery in these matters for six months. DOJ’s motion to stay discovery was granted without objection.
In the second quarter of fiscal 2025, the Company and certain of its current and former officers were named as defendants in two putative securities class action lawsuits under the captions Westchester Putnam Counties Heavy & Highway Laborers Local 60 Benefits Fund v. Atkore Inc. et al (N.D. Ill 1:25-cv-01851) and Coles v. Atkore Inc. et al (N.D. Ill 1:25-cv-02686). The complaints assert claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10(b)(5) promulgated thereunder, based on disclosures about the Company’s business, operations, and prospects, which were allegedly false or misleading based on the allegations in the antitrust matters described above. The complaints seek damages in an unspecified amount on behalf of all shareholders who purchased shares during the class period. An amended complaint was filed in August 2025, and a further amended complaint was filed in December 2025. The Company believes there are defenses, both factual and legal, to the allegations in these proceedings, and the Company plans to vigorously defend the cases.
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 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 seek damages in an unspecified amount and other relief.
At this stage of the securities or derivative litigation, the Company cannot reasonably estimate the range of possible loss or the timing, outcome or consequence of the securities or derivative proceedings described above. The total cost associated with these matters will depend on many factors, including the duration of these matters and any related findings. An adverse outcome in this litigation could have a material adverse impact on the Company’s business, financial position, results of operations or cash flows.
In addition to the matters discussed above, from time to time, the Company is subject to a number of disputes, administrative proceedings and other claims arising out of the ordinary conduct of the Company’s business. These matters generally relate to disputes arising out of the use or installation of the Company’s products, product liability litigation, contract disputes, patent infringement accusations, employment matters, personal injury claims and similar matters (“Other Matters”). On the basis of information currently available to the Company, it does not believe that existing Other Matters will have a material adverse effect on its business, financial condition, results of operations or cash flows. However, litigation is unpredictable, and the Company could incur judgments or enter into settlements for current or future claims that could adversely affect its business, financial condition, results of operations or cash flows.
16. GUARANTEES
The Company had no outstanding letters of credit as of December 26, 2025. The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $44,381 as of December 26, 2025.
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
20
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.
In the normal course of business, the Company is liable for product performance and contract completion. In the opinion of management, such obligations will not have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.
17. SEGMENT INFORMATION
Atkore operates its business through two
The Electrical segment manufactures high quality products used in the construction of electrical power systems including conduit, cable and installation accessories. 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. These solutions are marketed to contractors, original equipment manufacturers and end users.
The Company’s Chief Operating Decision Maker (“CODM”) is the President and Chief Executive Officer. The CODM uses Adjusted EBITDA to allocate resources predominantly in the annual planning process. Adjusted EBITDA is used to monitor and evaluate periodic results against budget, forecast and prior period results.
Both segments use Adjusted EBITDA as the primary measure of profit and loss. Segment Adjusted EBITDA is income (loss) before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, interest expense, net, stock-based compensation, loss on extinguishment of debt, gains and losses on the divestiture of a business, asset impairment charges, certain legal matters, and other items, such as inventory reserves and adjustments, (gain) loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax positions, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, gain on purchase of business, loss on assets held for sale, restructuring costs and transaction costs.
Intersegment transactions primarily consist of product sales at designated transfer prices on an arm’s-length basis. Gross profit earned and reported within the segment is eliminated in the Company’s consolidated results. Certain manufacturing and distribution expenses are allocated between the segments on a pro rata basis due to the shared nature of activities. Recorded amounts represent a proportional amount of the quantity of product produced for each segment. Certain assets, such as machinery and equipment and facilities, are not allocated to each segment despite serving both segments. These shared assets are reported within the Safety & Infrastructure segment. The Company allocates certain corporate operating expenses that directly benefit our operating segments, such as insurance and information technology, on a basis that reasonably approximates an estimate of the use of these services.
21
| Three months ended | |||||||||||||||||||||||||||||||||||
| December 26, 2025 | December 27, 2024 | ||||||||||||||||||||||||||||||||||
| (in thousands) | External Net Sales | Intersegment Sales | Adjusted EBITDA | External Net Sales | Intersegment Sales | Adjusted EBITDA | |||||||||||||||||||||||||||||
| Electrical | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Safety & Infrastructure | |||||||||||||||||||||||||||||||||||
| Eliminations | — | ( | — | ( | |||||||||||||||||||||||||||||||
| Consolidated operations | $ | $ | — | $ | $ | — | |||||||||||||||||||||||||||||
The table below presents the reconciliation of net sales from continuing operations to Adjusted EBITDA by segment.
| Three months ended | |||||||||||||||||||||||
| December 26, 2025 | December 27, 2024 | ||||||||||||||||||||||
| (in thousands) | Electrical | Safety and Infrastructure | Electrical | Safety and Infrastructure | |||||||||||||||||||
| Net Sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | ( | ( | ( | ( | |||||||||||||||||||
| Selling, general and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||
| Other Segment Items (a) | |||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
| (a) Other Segment items include intangibles amortization expense, depreciation expense, interest expense, income tax expense, and other adjustments to the measure of profitability as defined above. | |||||||||||||||||||||||
Presented below is a reconciliation of operating Segment Adjusted EBITDA to Income before income taxes:
| Three months ended | ||||||||||||||||||||||||||
| (in thousands) | December 26, 2025 | December 27, 2024 | ||||||||||||||||||||||||
| Operating segment Adjusted EBITDA | ||||||||||||||||||||||||||
| Electrical | $ | $ | ||||||||||||||||||||||||
| Safety & Infrastructure | ||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||
| Unallocated expenses (a) | ( | ( | ||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ||||||||||||||||||||||||
| Interest expense, net | ( | ( | ||||||||||||||||||||||||
| Stock-based compensation | ( | ( | ||||||||||||||||||||||||
| Other (b) | ( | |||||||||||||||||||||||||
| Income before income taxes | $ | $ | ||||||||||||||||||||||||
| (a) Represents unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, human resources, information technology, business development and communications. | ||||||||||||||||||||||||||
| (b) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, release of indemnified uncertain tax positions, gain on purchase of business. loss on assets held for sale (includes loss on assets held for sale in Russia. See Note 13, “Goodwill and Intangible Assets” in the form 10-K filed November 26, 2025 for additional information), realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, transaction and restructuring costs. | ||||||||||||||||||||||||||
22
| Capital Expenditures | Total Assets | ||||||||||||||||||||||
| (in thousands) | December 26, 2025 | December 27, 2024 | December 26, 2025 | December 27, 2024 | |||||||||||||||||||
| Electrical | $ | $ | $ | $ | |||||||||||||||||||
| Safety & Infrastructure | |||||||||||||||||||||||
| Unallocated (a) | |||||||||||||||||||||||
| Consolidated operations | $ | $ | $ | $ | |||||||||||||||||||
| (a) Unallocated includes corporate assets primarily consisting of cash, corporate prepaids, fixed assets and income tax-based assets. | |||||||||||||||||||||||
The Company’s long-lived assets and net sales by geography were as follows for the three months ended December 26, 2025 and December 27, 2024:
| Three months ended | ||||||||||||||||||||||||||||||||||||||
| Long-Lived Assets | Net Sales | |||||||||||||||||||||||||||||||||||||
| (in thousands) | December 26, 2025 | December 27, 2024 | December 26, 2025 | December 27, 2024 | ||||||||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Other Americas | ||||||||||||||||||||||||||||||||||||||
| Europe | ||||||||||||||||||||||||||||||||||||||
| Asia-Pacific | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
The table below shows the amount of net sales from external customers for each of the Company’s product categories which accounted for 10% or more of consolidated net sales in either period for the three months ended December 26, 2025 and December 27, 2024:
| Three months ended | ||||||||||||||||||||||||||
| (in thousands) | December 26, 2025 | December 27, 2024 | ||||||||||||||||||||||||
| Metal Electrical Conduit and Fittings | $ | $ | ||||||||||||||||||||||||
| Electrical Cable & Flexible Conduit | ||||||||||||||||||||||||||
| Plastic Pipe and Conduit | ||||||||||||||||||||||||||
Other Electrical products (a) | ||||||||||||||||||||||||||
| Electrical | ||||||||||||||||||||||||||
| Mechanical Pipe | ||||||||||||||||||||||||||
Other Safety & Infrastructure products (b) | ||||||||||||||||||||||||||
| Safety & Infrastructure | ||||||||||||||||||||||||||
| Net sales | $ | $ | ||||||||||||||||||||||||
| (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. | ||||||||||||||||||||||||||
18. SUBSEQUENT EVENTS
On January 28, 2026, Atkore’s Board of Directors approved a quarterly dividend payment of $0.33 per share of common stock payable on February 27, 2026 to stockholders of record on February 17, 2026.
23
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following information should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in this report. The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed below and included or referenced elsewhere in this report, particularly in the sections entitled “Forward-Looking Statements” and “Risk Factors.”
Incremental Market Uncertainties
Recent events, including the imposition of tariffs and other changes in international trade policy, central bank interest rate adjustments, inflation, and conflicts in Ukraine and the Middle East are creating additional uncertainty in the global economy, generally, and in the markets we operate in. The aforementioned conflicts and other factors have had and will continue to have adverse effects on global supply chains, which may impact some aspects of our business. 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.
RESULTS OF OPERATIONS
The consolidated results of operations for the three months ended December 26, 2025 and December 27, 2024 were as follows:
| Three months ended | |||||||||||||||||||||||
| (in thousands) | December 26, 2025 | December 27, 2024 | Change | % Change | |||||||||||||||||||
| Net sales | $ | 655,548 | $ | 661,597 | $ | (6,049) | (0.9) | % | |||||||||||||||
| Cost of sales | 529,615 | 490,509 | 39,106 | 8.0 | % | ||||||||||||||||||
| Gross profit | 125,933 | 171,088 | (45,155) | (26.4) | % | ||||||||||||||||||
| Selling, general and administrative | 99,552 | 91,451 | 8,101 | 8.9 | % | ||||||||||||||||||
| Intangible asset amortization | 6,310 | 11,699 | (5,389) | (46.1) | % | ||||||||||||||||||
| Operating income | 20,071 | 67,938 | (47,867) | (70.5) | % | ||||||||||||||||||
| Interest expense, net | 6,899 | 8,209 | (1,310) | (16.0) | % | ||||||||||||||||||
| Other (income) expense, net | (2,327) | 1,133 | (3,460) | (305.4) | % | ||||||||||||||||||
| Income before income taxes | 15,499 | 58,596 | (43,097) | (73.5) | % | ||||||||||||||||||
| Income tax expense | 465 | 12,260 | (11,795) | (96.2) | % | ||||||||||||||||||
| Net income | $ | 15,034 | $ | 46,336 | $ | (31,302) | (67.6) | % | |||||||||||||||
24
Net sales
| % Change | ||||||||
| Volume | 2.3 | % | ||||||
| Average selling prices | (2.7) | % | ||||||
| Other | (0.5) | % | ||||||
| Net sales | (0.9) | % | ||||||
Net sales decreased by $6.0 million, or 0.9%, to $655.5 million for the three months ended December 26, 2025, compared to $661.6 million for the three months ended December 27, 2024. The decrease in net sales is primarily attributed to decreased average selling prices across the Company’s products of $18.1 million and the impact of divestitures in fiscal 2025 of $5.2 million, partially offset by increased sales volume of $15.3 million.
Cost of sales
| % Change | ||||||||
| Volume | 3.1 | % | ||||||
| Average input costs | 5.2 | % | ||||||
| Other | (0.3) | % | ||||||
| Cost of sales | 8.0 | % | ||||||
Cost of sales increased by $39.1 million, or 8.0%, to $529.6 million for the three months ended December 26, 2025 compared to $490.5 million for the three months ended December 27, 2024. The increase was primarily due to increased sales volume of $15.2 million, increased inputs costs of $25.3 million, and increased depreciation of $11.8 million partially offset by lower freight and warehousing costs of $15.1 million and the impact of divestitures in fiscal 2025 of $5.7 million. The increase in depreciation primarily relates to additional depreciation of $8.2 million related to site closures as described in Note 5, “Restructuring Charges.”
Selling, general and administrative
Selling, general and administrative expenses increased by $8.1 million, or 8.9%, to $99.6 million for the three months ended December 26, 2025 compared to $91.5 million for the three months ended December 27, 2024. The increase was primarily due to increased transaction costs of $6.3 million and restructuring costs of $1.2 million.
Intangible asset amortization
Intangible asset amortization expense decreased to $6.3 million for the three months ended December 26, 2025 compared to $11.7 million for the three months ended December 27, 2024. 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.
Interest expense, net
Interest expense, net decreased by $1.3 million, or 16.0% to $6.9 million for the three months ended December 26, 2025 compared to $8.2 million for the three months ended December 27, 2024. The decrease is primarily due to decreased interest rates on the Company’s Senior Secured Term Loan Facility.
Other (income) expense, net
The Company recognized $2.3 million of other income for the three months ended December 26, 2025 compared to $1.1 million other expense for the three months ended December 27, 2024. This change is primarily due to a gain on the sale of Tectron Tube of $2.3 million in the first quarter of fiscal 2026.
25
Income tax expense
The Company’s income tax rate decreased to 3.0% for the three months ended December 26, 2025 compared to 20.9% for the three months ended December 27, 2024. The decrease in the current period effective tax rate was driven by a one-time discrete tax benefit related to tax planning strategies which resulted in deductible tax attributes.
SEGMENT RESULTS
The Electrical segment manufactures high quality products used in the construction of electrical power systems including conduit, cable and installation accessories. 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. These solutions are marketed to contractors, original equipment manufacturers and end users.
Both segments use Adjusted EBITDA as the primary measure of profit and loss. Segment Adjusted EBITDA is income (loss) before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, interest expense, net, stock-based compensation, loss on extinguishment of debt, gains and losses on the divestiture of a business, asset impairment charges, certain legal matters, and other items, such as inventory reserves and adjustments, (gain) loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax positions, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, gain on purchase of business, loss on assets held for sale, restructuring costs and transaction costs. We define segment Adjusted EBITDA margin as segment Adjusted EBITDA as a percentage of segment Net sales.
Electrical
| Three months ended | ||||||||||||||||||||||||||
| (in thousands) | December 26, 2025 | December 27, 2024 | Change | % Change | ||||||||||||||||||||||
| Net sales | $ | 469,554 | $ | 465,355 | $ | 4,199 | 0.9 | % | ||||||||||||||||||
| Adjusted EBITDA | $ | 55,102 | $ | 92,387 | $ | (37,285) | (40.4) | % | ||||||||||||||||||
| Adjusted EBITDA margin | 11.7 | % | 19.9 | % | ||||||||||||||||||||||
Net sales
| % Change | ||||||||
| Volume | 5.0 | % | ||||||
| Average selling prices | (3.9) | % | ||||||
| Other | (0.2) | % | ||||||
| Net sales | 0.9 | % | ||||||
Net sales increased by $4.2 million, or 0.9%, to $469.6 million for the three months ended December 26, 2025 compared to $465.4 million for the three months ended December 27, 2024. The increase in net sales is primarily attributed to increased sales volume of $23.4 million partially offset by decreased average selling prices of $18.1 million.
Adjusted EBITDA
Adjusted EBITDA for the three months ended December 26, 2025 decreased by $37.3 million, or 40.4%, to $55.1 million from $92.4 million for the three months ended December 27, 2024. Adjusted EBITDA
26
margin decreased to 11.7% for the three months ended December 26, 2025 compared to 19.9% for the three months ended December 27, 2024. The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to lower average selling prices and higher input costs.
Safety & Infrastructure
| Three months ended | ||||||||||||||||||||||||||
| (in thousands) | December 26, 2025 | December 27, 2024 | Change | % Change | ||||||||||||||||||||||
| Net sales | $ | 186,252 | $ | 196,724 | $ | (10,472) | (5.3) | % | ||||||||||||||||||
| Adjusted EBITDA | $ | 30,187 | $ | 15,579 | $ | 14,608 | 93.8 | % | ||||||||||||||||||
| Adjusted EBITDA margin | 16.2 | % | 7.9 | % | ||||||||||||||||||||||
Net sales
| % Change | ||||||||
| Volume | (4.1) | % | ||||||
| Solar energy tax credits | (0.1) | % | ||||||
| Acquisitions | (1.0) | % | ||||||
| Other | (0.1) | % | ||||||
| Net sales | (5.3) | % | ||||||
Net sales decreased by $10.5 million, or 5.3%, for the three months ended December 26, 2025 to $186.3 million compared to $196.7 million for the three months ended December 27, 2024. The decrease is primarily attributed to lower sales volume of $8.1 million.
Adjusted EBITDA
Adjusted EBITDA increased by $14.6 million, or 93.8%, to $30.2 million for the three months ended December 26, 2025 compared to $15.6 million for the three months ended December 27, 2024. Adjusted EBITDA margin increased to 16.2% for the three months ended December 26, 2025 compared to 7.9% for the three months ended December 27, 2024. The increase in Adjusted EBITDA and Adjusted EBITDA margin was largely due to increases associated with improved operational performance and cost control in our mechanical and construction business.
LIQUIDITY AND CAPITAL RESOURCES
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 $443.8 million as of December 26, 2025, of which $98.2 million was held at non-U.S. subsidiaries. Those cash balances at foreign subsidiaries may be subject to withholding or local country taxes if the Company’s intention to permanently reinvest such income were to change and cash was repatriated to the United States.
In general, we require cash to fund working capital investments, acquisitions, capital expenditures, debt repayment, interest payments, taxes, share repurchases and dividend payments. We have access to the ABL Credit Facility to fund operational needs. As of December 26, 2025, 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 December 26, 2025. Outstanding letters of credit count as utilization of the commitments under the ABL Credit Facility and reduce the amount available for borrowings.
The agreements governing the Senior Secured Term Loan Facility and the ABL Credit Facility (collectively, the "Credit Facilities") contain covenants that limit or restrict AII’s ability to incur additional indebtedness, repurchase debt, incur liens, sell assets, make certain payments (including dividends), and enter into transactions with affiliates. AII has been in compliance with the covenants under the agreements for all periods presented.
27
We may from time to time repurchase our debt or take other steps to reduce our debt. These actions may include open market repurchases, negotiated repurchases or opportunistic refinancing of debt. The amount of debt, if any, that may be repurchased or refinanced will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants and other considerations.
Our use of cash may fluctuate during the year and from year to year due to differences in demand and changes in economic conditions primarily related to the prices of the commodities we purchase.
Capital expenditures have historically been necessary to expand and update the production capacity and improve the productivity of our manufacturing operations.
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. We expect that cash provided from operations and available capacity under the ABL Credit Facility will provide sufficient funds to operate our business, make expected capital expenditures and meet our liquidity requirements for at least the next twelve months, including payments of interest and principal on our debt.
There have been no material changes in our contractual obligations and commitments since the filing of our Annual Report on Form 10-K.
Limitations on distributions and dividends by subsidiaries
AI and AII are each holding companies, and as such have no independent operations or material assets other than ownership of equity interests in their respective subsidiaries. Each company depends on its respective subsidiaries to distribute funds to it so that it may pay obligations and expenses, including satisfying obligations with respect to indebtedness. The ability of our subsidiaries to make distributions and dividends to us depends on their operating results, cash requirements and financial and general business conditions, as well as restrictions under the laws of our subsidiaries' jurisdictions.
The agreements governing the Credit Facilities significantly restrict the ability of our subsidiaries, including AII, to pay dividends, make loans or otherwise transfer assets from AII and, in turn, to us. Further, AII's subsidiaries are permitted under the terms of the Credit Facilities to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to AII and, in turn, to us. The Senior Secured Term Loan Facility requires AII to meet a certain consolidated coverage ratio on an incurrence basis in connection with additional indebtedness. The ABL Credit Facility contains limits on additional indebtedness based on various conditions for incurring the additional debt. AII has been in compliance with the covenants under the agreements for all periods presented.
The table below summarizes cash flow information derived from our statements of cash flows for the periods indicated:
| Three months ended | ||||||||||||||
| (in thousands) | December 26, 2025 | December 27, 2024 | ||||||||||||
| Cash flows provided by (used in): | ||||||||||||||
| Operating activities | $ | (55,497) | $ | 74,374 | ||||||||||
| Investing activities | 6,637 | (41,137) | ||||||||||||
| Financing activities | (15,325) | (67,668) | ||||||||||||
Operating activities
During the three months ended December 26, 2025, the Company used $55.5 million cash flow in operating activities compared to $74.4 million provided during the three months ended December 27, 2024. The $129.9 million decrease in cash provided was primarily due to decreased operating income of $47.9 million, partially offset by less working capital used of $100.3 million and the impact of taxes of $1.9 million.
28
Investing activities
During the three months ended December 26, 2025, the Company used $6.6 million in investing activities compared to $41.1 million during the three months ended December 27, 2024. The $47.8 million decrease in cash used in investing activities was primarily due to a decrease of $29.5 million in capital expenditures and proceeds from the sale of Tectron Tube of $18.4 million.
Financing Activities
During the three months ended December 26, 2025, the Company was provided $15.3 million in financing activities compared to $67.7 million used during the three months ended December 27, 2024. The decrease in cash used in financing activities is primarily due to $50.0 million less cash used to repurchase common stock during the three months ended December 26, 2025.
CHANGES IN CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There have been no material changes in our critical accounting policies and estimates since the filing of our Annual Report on Form 10-K.
RECENT ACCOUNTING STANDARDS
See Note 1, “Basis of Presentation and Summary of Significant Accounting Policies” to our unaudited condensed consolidated financial statements.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements and cautionary statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on management’s beliefs and assumptions and information currently available to management. Some of the forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” or other comparable terms. Forward-looking statements include, without limitation, all matters that are not historical facts. They appear in a number of places throughout this Quarterly Report on Form 10-Q and include, without limitation, statements regarding our intentions, beliefs, assumptions or current expectations concerning, among other things, financial position; results of operations; cash flows; prospects; growth strategies or expectations; customer retention; the outcome (by judgment or settlement) and costs of legal, administrative or regulatory proceedings, investigations or inspections, including, without limitation, collective, representative or class action litigation; and the impact of prevailing economic conditions.
Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report. 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:
29
•the timing and effects of our review of strategic alternatives;
•declines in, and uncertainty regarding, the general business and economic conditions in the United States and international markets in which we operate;
•weakness or another downturn in the United States non-residential construction industry;
•changes in prices of raw materials;
•pricing pressure, reduced profitability, or loss of market share due to intense competition;
•availability and cost of third-party freight carriers and energy;
•security threats, attacks, or other disruptions to our information systems, or failure to comply with complex network security, data privacy and other legal obligations or the failure to protect sensitive information;
•high levels of imports of products similar to those manufactured by us;
•changes in federal, state, local and international governmental regulations and trade policies;
•adverse weather conditions;
•work stoppage or other interruptions of production at our facilities as a result of disputes under existing collective bargaining agreements with labor unions or in connection with negotiations of new collective bargaining agreements, as a result of supplier financial distress, or for other reasons;
•increased costs relating to future capital and operating expenditures to maintain compliance with environmental, health and safety laws;
•reduced spending by, deterioration in the financial condition of, or other adverse developments, including inability or unwillingness to pay our invoices on time, with respect to one or more of our top customers;
•increases in our working capital needs, which are substantial and fluctuate based on economic activity and the market prices for our main raw materials, including as a result of failure to collect, or delays in the collection of, cash from the sale of manufactured products;
•possible impairment of goodwill or other long-lived assets as a result of future triggering events, such as declines in our cash flow projections or customer demand and changes in our business and valuation assumptions;
•product liability, construction defect and warranty claims and litigation relating to our various products, as well as government inquiries and investigations, and consumer, employment, tort and other legal proceedings;
•widespread outbreak of diseases;
•changes in our financial obligations relating to pension plans that we maintain in the United States;
•reduced production or distribution capacity due to interruptions in the operations of our facilities or those of our key suppliers;
•loss of a substantial number of our third-party agents or distributors or a dramatic deviation from the amount of sales they generate;
•our inability to introduce new products effectively or implement our innovation strategies;
•safety and labor risks associated with the manufacture and in the testing of our products;
•our ability to protect our intellectual property and other material proprietary rights;
•risks inherent in doing business internationally;
•changes in foreign laws and legal systems, including as a result of Brexit;
•our inability to continue importing raw materials, component parts and/or finished goods;
•disruptions or impediments to the receipt of sufficient raw materials resulting from various anti-terrorism security measures;
•the incurrence of liabilities and the issuance of additional debt or equity in connection with acquisitions, joint ventures or divestitures and the failure of indemnification provisions in our acquisition agreements to fully protect us from unexpected liabilities;
•failure to manage acquisitions successfully, including identifying, evaluating, and valuing acquisition targets and integrating acquired companies, businesses, or assets;
•the incurrence of additional expenses, increases in the complexity of our supply chain and potential damage to our reputation with customers resulting from regulations related to “conflict minerals”;
•restrictions contained in our debt agreements;
•failure to generate cash sufficient to pay the principal of, interest on, or other amounts due on our debt;
•challenges attracting and retaining key personnel or high-quality employees;
30
•future changes to tax legislation;
•failure to generate sufficient cash flow from operations or to raise sufficient funds in the capital markets to satisfy existing obligations and support the development of our business; and
•other risks and factors described in this Quarterly Report and from time to time in documents that we file with the SEC.
You should read this Quarterly Report completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements attributable to us or persons acting on our behalf that are made in this Quarterly Report are qualified in their entirety by these cautionary statements. These forward-looking statements are made only as of the date of this Quarterly Report, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, and changes in future operating results over time or otherwise.
Comparisons of results for current and any prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed as historical data.
Item 3. 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.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes to our internal control over financial reporting in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) under the Exchange Act during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
31
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
For a discussion of certain litigation involving the Company, see Note 15, “Commitments and Contingencies” to our unaudited condensed consolidated financial statements.
Item 1A. Risk Factors
Other than as set forth below, there have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K.
We are reviewing strategic alternatives and there can be no assurance that we will be successful in identifying or completing any strategic transaction, or that any such strategic transaction will result in additional value for our stockholders.
On November 20, 2025, we announced that our Board of Directors has initiated a review of strategic alternatives to maximize shareholder value, including, among other things, a potential sale or merger of the whole Company. There is no deadline or definitive timetable set for completion of the strategic alternatives review process. There can be no assurance that this process will result in us pursuing a transaction or other outcome or that we will be able to execute any strategic alternative that is identified and pursued. The process of reviewing strategic alternatives may be time consuming and disruptive to our business operations and, if we are unable to effectively manage the process, our business, financial condition and results of operations could be adversely affected. We have incurred and expect to continue to incur, substantial expenses associated with identifying, evaluating and negotiating potential strategic alternatives. There can be no assurance that any potential transaction or other strategic alternative if consummated, will provide greater value to our stockholders than that reflected in the current price of our common stock. We do not intend to make any further announcements regarding the review of strategic alternatives unless and until our Board of Directors determines further disclosure is appropriate or necessary. Accordingly, speculation regarding any developments related to the review of strategic alternatives and perceived uncertainties related to our future could cause our stock price to fluctuate significantly.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
On May 2, 2024, the Company’s Board of Directors approved a new share repurchase program (the “2024 Plan”). The 2024 Plan authorizes the Company to repurchase up to $500.0 million of its outstanding stock. The 2024 Plan will be funded from the Company’s available cash balances. As of December 26, 2025, there was $328.1 million of purchases remaining under the 2024 Plan. The 2024 Plan does not obligate the Company to acquire any particular amount of common stock, and it may be terminated at any time at the Company’s discretion.
As illustrated in the following table, there were no share purchases of our common stock under the 2024 Plan during the first quarter of fiscal 2026 (in thousands, except per share data):
32
| Period (4-5-4 calendar) | Total Number Of Shares Purchased | Avg Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Maximum Value of Shares that May Yet Be Purchased Under the Program | ||||||||||||||||||||||
| October 1, 2025 to October 24, 2025 | — | $ | — | — | $ | 328,114 | ||||||||||||||||||||
| October 25, 2025 to November 28, 2025 | — | $ | — | — | $ | 328,114 | ||||||||||||||||||||
| November 29, 2025 to December 26, 2025 | — | $ | — | — | $ | 328,114 | ||||||||||||||||||||
| Total | — | — | ||||||||||||||||||||||||
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 408(a) of Regulation S-K requires the Company to disclose whether any director or officer of the issuer has adopted terminated
During the quarter ended December 26, 2025, no activity occurred requiring disclosure under Item 408(a) of Regulation S-K.
33
Item 6. Exhibits
| 10.1 | |||||||||||
| 31.1# | |||||||||||
| 31.2# | |||||||||||
| 32.1# | |||||||||||
| 32.2# | |||||||||||
| 101.INS# | XBRL Instance Document (formatted as inline XBRL) | ||||||||||
| 101.SCH# | XBRL Taxonomy Schema Linkbase Document (formatted as inline XBRL) | ||||||||||
| 101.CAL# | XBRL Taxonomy Calculation Linkbase Document | ||||||||||
| 101.DEF# | XBRL Taxonomy Definition Linkbase Document | ||||||||||
| 101.LAB# | XBRL Taxonomy Labels Linkbase Document | ||||||||||
| 101.PRE# | XBRL Taxonomy Presentation Linkbase Document | ||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||||||||
| # | Filed herewith | ||||||||||
34
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ATKORE INC. | |||||||||||
| (Registrant) | |||||||||||
| Date: | February 2, 2026 | By: | /s/ John M. Deitzer | ||||||||
| Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||||||
35
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) OF THE EXCHANGE ACT, AS AMENDED,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, William E. Waltz, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Atkore Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: | February 2, 2026 | /s/ William E. Waltz | |||||||||
| William E. Waltz | |||||||||||
| President and Chief Executive Officer (Principal Executive Officer) | |||||||||||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) OF THE EXCHANGE ACT, AS AMENDED,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John M. Deitzer, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Atkore Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: | February 2, 2026 | /s/ John M. Deitzer | |||||||||
| John M. Deitzer | |||||||||||
| Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, William E. Waltz, the Chief Executive Officer of Atkore Inc., certify that (i) the Quarterly Report on Form 10-Q for the quarter ended December 26, 2025, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Atkore Inc.
| Dated: | February 2, 2026 | /s/ William E. Waltz | |||||||||
| William E. Waltz | |||||||||||
| President and Chief Executive Officer (Principal Executive Officer) | |||||||||||
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, John M. Deitzer, the Chief Financial Officer of Atkore Inc., certify that (i) the Quarterly Report on Form 10-Q for the quarter ended December 26, 2025, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Atkore Inc.
| Dated: | February 2, 2026 | /s/ John M. Deitzer | |||||||||
| John M. Deitzer | |||||||||||
| Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||||||