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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 June 27, 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
 _________________________________________
atk24194brandlogohorizontalc.jpg
Atkore Inc.

(Exact name of registrant as specified in its charter)
 _________________________________________
Delaware90-0631463
(State or other jurisdiction of
incorporation or organization)		(IRS Employer
Identification No.)
16100 South Lathrop Avenue, Harvey, Illinois 60426
(Address of principal executive offices) (Zip Code)
708-339-1610
(Registrant’s telephone number, including area code)
________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, $0.01 par value per shareATKRNew York Stock Exchange
_____________________
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.
Large accelerated filer☒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 July 30, 2025, there were 33,655,743 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 endedNine months ended
(in thousands, except per share data)NoteJune 27, 2025June 28, 2024June 27, 2025June 28, 2024
Net sales$735,045 $822,364 $2,098,367 $2,413,756 
Cost of sales562,985 542,709 1,570,102 1,551,986 
Gross profit172,060 279,655 528,265 861,770 
Selling, general and administrative98,139 97,987 288,630 297,147 
Intangible asset amortization1210,108 13,216 31,972 41,904 
Asset impairment charges14— — 127,733 — 
Operating income63,813 168,452 79,930 522,719 
Interest expense, net8,873 9,944 25,343 26,058 
Other (income) expense, net 6(150)560 7,409 1,302 
Income before income taxes55,090 157,948 47,178 495,359 
Income tax expense712,128 34,531 7,935 95,606 
Net income$42,962 $123,417 $39,243 $399,753 
Net income per share
Basic8$1.26 $3.36 $1.15 $10.74 
Diluted8$1.25 $3.33 $1.14 $10.61 
 
See Notes to unaudited condensed consolidated financial statements.


2

ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

Three months endedNine months ended
(in thousands)NoteJune 27, 2025June 28, 2024June 27, 2025June 28, 2024
Net income$42,962 $123,417 $39,243 $399,753 
Other comprehensive (loss) income, net of tax:
Change in foreign currency translation adjustment16,221 (518)5,355 4,284 
Change in unrecognized loss related to pension benefit plans541 52 124 158 
Total other comprehensive (loss) income916,262 (466)5,479 4,442 
Comprehensive income $59,224 $122,951 $44,722 $404,195 
See Notes to unaudited condensed consolidated financial statements.


3

ATKORE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share data)NoteJune 27, 2025September 30, 2024
Assets
Current Assets:
Cash and cash equivalents$331,017 $351,385 
Accounts receivable, less allowance for current and expected credit losses of $5,229 and $6,322, respectively
553,934 489,926 
Inventories, net10513,753 524,695 
Prepaid expenses and other current assets174,936 158,382 
Total current assets1,573,640 1,524,388 
Property, plant and equipment, net11627,602 652,093 
Intangible assets, net12208,566 340,431 
Goodwill12314,191 314,000 
Right-of-use assets, net158,990 180,656 
Deferred tax assets724,932 554 
Other long-term assets9,231 9,281 
Total Assets$2,917,152 $3,021,403 
Liabilities and Equity
Current Liabilities:
Accounts payable225,907 262,201 
Income tax payable2,548 2,000 
Accrued compensation and employee benefits39,457 44,723 
Customer liabilities148,498 108,782 
Lease obligations25,490 22,038 
Other current liabilities67,415 71,122 
Total current liabilities509,315 510,866 
Long-term debt13764,387 764,838 
Long-term lease obligations146,215 164,328 
Deferred tax liabilities714,884 26,574 
Other long-term liabilities16,631 14,897 
Total Liabilities1,451,432 1,481,503 
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 33,655,743 and 34,859,033 shares issued and outstanding as of June 27, 2025 and September 30, 2024, respectively
337 350 
Additional paid-in capital524,409 509,254 
Retained earnings954,589 1,049,390 
Accumulated other comprehensive loss9(13,615)(19,094)
Total Equity1,465,720 1,539,900 
Total Liabilities and Equity$2,917,152 $3,021,403 
See Notes to unaudited condensed consolidated financial statements.
4

ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Nine months ended
(in thousands)NoteJune 27, 2025June 28, 2024
Operating activities:
Net income$39,243 $399,753 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization87,603 88,407 
Deferred income taxes7(38,886)(1,065)
Asset impairment charges14127,733 — 
Loss on sale of business46,101 — 
Stock-based compensation21,056 14,273 
Amortization of right-of-use assets23,494 21,200 
(Gain) on disposal of property, plant and equipment(5)(621)
Other non-cash adjustments to net income 10,516 4,563 
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable(64,497)57,721 
Inventories801 (80,674)
Prepaid expenses and other current assets1,119 (11,636)
Accounts payable(24,080)(52,093)
Accrued and other liabilities9,857 (60,136)
Income taxes(12,584)(32,193)
Other, net4,888 2,458 
Net cash provided by operating activities192,359 349,957 
Investing activities:
Capital expenditures(84,920)(105,098)
Proceeds from sale of a business46,711 — 
Proceeds from sale of properties and equipment7,137 457 
Proceeds from insurance claims
1,770 — 
Acquisition of businesses, net of cash acquired3— (6,036)
Net cash used in investing activities(69,302)(110,677)
Financing activities:
Payment for debt financing costs and fees(2,041)— 
Issuance of common stock, net of shares withheld for tax(5,900)(18,926)
Repurchase of common stock(100,026)(281,019)
Finance lease payments(2,087)(1,402)
Dividends paid to shareholders(33,095)(23,248)
Net cash used in financing activities(143,149)(324,595)
Effects of foreign exchange rate changes on cash and cash equivalents(276)858 
Decrease in cash and cash equivalents(20,368)(84,457)
Cash and cash equivalents at beginning of period351,385 388,114 
Cash and cash equivalents at end of period$331,017 $303,657 

See Notes to unaudited condensed consolidated financial statements.
5

Nine months ended
June 27, 2025June 28, 2024
Supplementary Cash Flow Information
Capital expenditures, not yet paid$732 $4,660 
Operating lease right-of-use assets obtained in exchange for lease liabilities$4,986 $45,453 
6

ATKORE INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)

Common StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Equity
(in thousands)SharesAmount
Balance as of September 30, 202434,858 $350 $509,254 $1,049,390 $(19,094)$1,539,900 
Net income— — — 46,336 — 46,336 
Other comprehensive loss— — — — (17,490)(17,490)
Stock-based compensation— — 6,097 — — 6,097 
Issuance of common stock, net of shares withheld for tax99 1 (5,864)— — (5,863)
Repurchase of common stock(559)(6)— (50,506)— (50,512)
Dividends declared— — — (11,120)— (11,120)
Balance as of December 27, 202434,398 $345 $509,487 $1,034,100 $(36,584)$1,507,348 
Net loss— — — (50,057)— (50,057)
Other comprehensive income— — — — 6,707 6,707 
Stock-based compensation— — 7,713 — — 7,713 
Issuance of common stock, net of shares withheld for tax15 — 28 — — 28 
Repurchase of common stock(763)(8)— (50,443)— (50,451)
Dividends declared— — — (10,868)— (10,868)
Balance as of March 28, 202533,650 $337 $517,228 $922,732 $(29,877)$1,410,420 
Net income— — — 42,962 — 42,962 
Other comprehensive income— — — — 16,262 16,262 
Stock-based compensation— — 7,246 — — 7,246 
Issuance of common stock, net of shares withheld for tax5 — (65)— — (65)
Repurchase of common stock— — — — — — 
Dividends declared— — — (11,105)— (11,105)
Balance as of June 27, 202533,655 $337 $524,409 $954,589 $(13,615)$1,465,720 




7

Common StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Equity
(in thousands)SharesAmount
Balance as of September 30, 202337,317 $375 $506,783 $994,901 $(33,940)$1,468,119 
Net income— — — 138,381 — 138,381 
Other comprehensive income— — — — 9,780 9,780 
Stock-based compensation— — 4,757 — — 4,757 
Issuance of common stock, net of shares withheld for tax309 3 (21,302)— — (21,299)
Repurchase of common stock(721)(7)— (97,385)— (97,392)
Balance as of December 29, 202336,905 $370 $490,238 $1,035,897 $(24,160)$1,502,345 
Net income— — — 137,955 — 137,955 
Other comprehensive loss— — — — (4,872)(4,872)
Stock-based compensation— — 5,028 — — 5,028 
Issuance of common stock, net of shares withheld for tax118 1 2,385 — — 2,386 
Repurchase of common stock(389)(4)— (59,223)— (59,227)
Dividends declared— — — (11,719)— (11,719)
Balance as of March 29, 202436,634 $367 $497,651 $1,102,910 $(29,032)$1,571,896 
Net income— — — 123,417 — 123,417 
Other comprehensive income— — — — (466)(466)
Stock-based compensation— — 4,488 — — 4,488 
Issuance of common stock, net of shares withheld for tax18 — (14)— — (14)
Repurchase of common stock(787)(8)— (126,257)— (126,265)
Dividends declared— — — (11,528)— (11,528)
Balance as of June 28, 202435,865 $359 $502,125 $1,088,542 $(29,498)$1,561,528 



See Notes to unaudited condensed consolidated financial statements.
8

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 June 27, 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, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 21, 2024, 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.





9

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.
ASUDescription of ASUImpact to AtkoreAdoption Date
2023-07 Segment Reporting (Topic 280); Improvements to Reportable Segment DisclosuresThe ASU requires companies to provide additional segment disclosures including disclosing title and position of the chief operating decision maker (“CODM”), disclosure of significant segment expenses provided to and reviewed by the CODM, and that public entities provide all annual disclosures about a reportable segment’s profit or loss and assets required by Topic 280 in interim periods.The Company will adopt the standard in fiscal 2025 and include the disclosures required by the ASU within the Segment Footnote of the annual report and quarterly reports beginning in fiscal 2026.2025
2023-09 Income Taxes (Topic 740); Improvements to Income Tax DisclosuresThe 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 will adopt 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


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.

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.
10

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 nine months ended June 27, 2025, the Company has recognized a reduction of revenue of $40,723 for the economic value of tax credits to be transferred and a benefit to cost of sales of $44,866. As of June 27, 2025, the Company had a liability of $20,283 for credits to be transferred or the value thereof. As of June 27, 2025, all activity related to the solar energy tax credits was within the Safety & Infrastructure segment.

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


3. ACQUISITIONS

From time to time, the Company enters into strategic acquisitions in an effort to better service existing customers and to obtain new customers. During the nine months ended June 28, 2024, the Company paid out $6,036 of accrued purchase price primarily related to the fiscal 2022 acquisition of Cascade Poly Pipe & Conduit and Northwest Polymers, LLC (“Northwest Polymers”), a post-industrial and post-commercial plastic recycler based in Molalla and Aurora Oregon.

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







11

4. DIVESTITURES

On February 10, 2025, the Company sold Northwest Polymers. The transaction was structured as a stock sale.

(in thousands)Northwest Polymers
Cash consideration$6,711 
Net assets divested12,812 
Loss on sale of business$(6,101)

Net assets divested included intangibles, net of $7,692, fixed assets, net of $2,063, working capital of $1,900, right-of-use assets and liabilities of $3,521 and $3,120 respectively, and allocated goodwill of $756. As part of the sale, the Company recognized an additional tax expense of $3,996, which included disallowed loss on the transaction of $1,101 and the write-off of related deferred tax assets of $2,895.


5. 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 endedNine months ended
(in thousands)NoteJune 27, 2025June 28, 2024June 27, 2025June 28, 2024
Interest cost$1,139 $1,316 $3,417 $3,948 
Expected return on plan assets(1,081)(841)(3,242)(2,523)
Amortization of actuarial loss52 67 156 200 
Net periodic benefit cost6$110 $542 $331 $1,625 


6. OTHER (INCOME) EXPENSE, NET

Other (income) expense, net consisted of the following:
Three months endedNine months ended
(in thousands)June 27, 2025June 28, 2024June 27, 2025June 28, 2024
(Gain) Loss on assets held for sale$(195)$121 $154 $142 
Foreign exchange loss on intercompany loans— 165 1,021 337 
Pension-related benefits45 274 133 823 
Loss on sale of business— — 6,101 — 
Other (income) expense, net $(150)$560 $7,409 $1,302 

In fiscal 2025, the Company divested Northwest Polymers resulting in the Company recognizing a loss on sale of $6,101 as described in Note 4, “Divestitures”.
12

In fiscal 2023, the Company initiated plans to exit operations in Russia and expects to sell the related business at a loss. Accordingly, the Company recognized an impairment of the related assets in fiscal 2023 and continues to recognize any incremental gains and losses on those assets.


7. INCOME TAXES    

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The OBBBA contains corporate tax law changes, including the restoration of 100% bonus depreciation; the creation of Section 174A, which reinstates expensing for domestic research and experimental expenditures; modifications to Section 163(j) interest limitations; updates to the rules for global intangibles low-taxed income and foreign-derived intangible income; amendments to the rules for energy credits; and the expansion of Section 162(m) aggregation requirements. The Company is currently evaluating this legislation and determining what impact it would have to the Company’s financial statements.

For the three months ended June 27, 2025 and June 28, 2024, the Company’s effective tax rate attributable to income before income taxes was 22.0% and 21.9%, respectively. For the three months ended June 27, 2025 and June 28, 2024, the Company’s income tax (benefit) expense was $12,128 and $34,531 respectively. The current period effective tax rate is consistent with the same period of the prior year.

For the nine months ended June 27, 2025 and June 28, 2024, the Company’s effective tax rate attributable to income before income taxes was 16.8% and 19.3%, respectively. For the nine months ended June 27, 2025 and June 28, 2024, the Company’s income tax (benefit) expense was $7,935 and $95,606 respectively. The decrease in the current period effective tax rate was driven by the benefit related to solar energy tax credits.

A valuation allowance has been recorded against certain net operating losses in certain foreign jurisdictions. A valuation allowance is recorded when it is determined to be more likely than not that these assets will not be fully realized in the foreseeable future. The realization of deferred tax assets is dependent upon whether the Company can generate future taxable income in the appropriate character and jurisdiction to utilize the assets. The amount of the deferred tax assets considered realizable is subject to adjustment in future periods.


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.










13


The following table sets forth the computation of basic and diluted earnings per share:
Three months endedNine months ended
(in thousands, except per share data)June 27, 2025June 28, 2024June 27, 2025June 28, 2024
Numerator:
Net income$42,962 $123,417 $39,243 $399,753 
Less: Undistributed earnings allocated to participating securities625 1,533 100 5,308 
Net income available to common shareholders$42,337 $121,884 $39,143 $394,445 
Denominator:
Basic weighted average common shares outstanding33,653 36,252 34,167 36,739 
Effect of dilutive securities: Non-participating employee stock options (1)
200 364 224 435 
Diluted weighted average common shares outstanding33,853 36,616 34,391 37,174 
Basic earnings per share$1.26 $3.36 $1.15 $10.74 
Diluted earnings per share$1.25 $3.33 $1.14 $10.61 
(1) Stock options to purchase shares of common stock that would have been anti-dilutive are not included in the calculation. There were no anti-dilutive options outstanding during the three and nine months ended June 27, 2025 and June 28, 2024.

9. ACCUMULATED OTHER COMPREHENSIVE LOSS

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

(in thousands)Defined Benefit
Pension Items		Currency
Translation
Adjustments 		Total
Balance as of March 28, 2025$(10,325)$(19,552)$(29,877)
Other comprehensive income before reclassifications— 16,221 16,221 
Amounts reclassified from accumulated other
comprehensive income, net of tax		41 — 41 
Net current period other comprehensive income41 16,221 16,262 
Balance as of June 27, 2025$(10,284)$(3,331)$(13,615)

14

(in thousands)Defined Benefit
Pension Items		Currency
Translation
Adjustments		Total
Balance as of March 29, 2024$(10,695)$(18,337)$(29,032)
Other comprehensive loss before reclassifications— (518)(518)
Amounts reclassified from accumulated other
comprehensive loss, net of tax		52 — 52 
Net current period other comprehensive income (loss)52 (518)(466)
Balance as of June 28, 2024$(10,643)$(18,855)$(29,498)

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


(in thousands)Defined Benefit
Pension Items		Currency
Translation
Adjustments 		Total
Balance as of September 30, 2024$(10,408)$(8,686)$(19,094)
Other comprehensive loss before reclassifications— 5,355 5,355 
Amounts reclassified from accumulated other
comprehensive loss, net of tax		124 — 124 
Net current period other comprehensive income124 5,355 5,479 
Balance as of June 27, 2025$(10,284)$(3,331)$(13,615)

(in thousands)Defined Benefit
Pension Items		Currency
Translation
Adjustments		Total
Balance as of September 30, 2023$(10,801)$(23,139)$(33,940)
Other comprehensive income before reclassifications— 4,284 4,284 
Amounts reclassified from accumulated other
comprehensive income, net of tax		158 — 158 
Net current period other comprehensive income158 4,284 4,442 
Balance as of June 28, 2024$(10,643)$(18,855)$(29,498)















15

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 81% of the Company’s inventories were valued at the lower of LIFO cost or market at each of June 27, 2025 and September 30, 2024. Interim LIFO determinations, including those at June 27, 2025, are based on management’s estimates of future inventory levels and costs for the remainder of the current fiscal year.

(in thousands)June 27, 2025September 30, 2024
Purchased materials and manufactured parts, net$160,980 $153,290 
Work in process, net69,215 74,158 
Finished goods, net283,558 297,247 
Inventories, net$513,753 $524,695 

Total inventories would be $7,272 higher and $14,425 lower than reported as of June 27, 2025 and September 30, 2024, respectively, if the first-in, first-out method was used for all inventories. As of June 27, 2025, and September 30, 2024, the excess and obsolete inventory reserve was $40,437 and $29,176, respectively.


11. PROPERTY, PLANT AND EQUIPMENT

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

(in thousands)June 27, 2025September 30, 2024
Land$29,757 $29,401 
Buildings and related improvements219,685 192,569 
Machinery and equipment652,881 596,748 
Leasehold improvements21,996 22,814 
Software64,279 57,363 
Construction in progress170,045 248,128 
Property, plant and equipment, at cost1,158,643 1,147,023 
Accumulated depreciation(531,041)(494,930)
Property, plant and equipment, net$627,602 $652,093 

Depreciation expense for the three months ended June 27, 2025 and June 28, 2024 totaled $18,925 and $16,716, respectively. Depreciation expense for the nine months ended June 27, 2025 and June 28, 2024 totaled $55,631 and $46,503, respectively.

During the second quarter of fiscal 2025, the Company recorded non-cash impairment charges totaling $31,766 related to certain long-lived assets related to its HDPE pipe and conduit products, primarily fixed assets and definite-lived intangible assets. An impairment charge of $2,918 was recorded to buildings and related improvements, $8,662 was recorded to construction in progress, $1,548 was recorded to leasehold improvements and $18,638 was recorded to machinery and equipment. Refer to Note 14 “Fair Value Measurements” for further discussion of the Company’s impairment review. No impairment was recorded during the nine months ended June 28, 2024.

As a result of the asset impairment charge, the book basis of the HDPE fixed assets was adjusted to the new fair value. This resulted in the elimination of previously accumulated depreciation of $13,257, as well as an equivalent reduction in gross fixed assets for an equal amount.
16

12. GOODWILL AND INTANGIBLE ASSETS

Changes in the carrying amount of goodwill are as follows:    
(in thousands)ElectricalSafety & InfrastructureTotal
Balance as of September 30, 2024$261,284 $52,716 $314,000 
Divestiture(756)— (756)
Exchange rate effects1,018 (71)947 
Balance as of June 27, 2025$261,546 $52,645 $314,191 
    
Goodwill balances as of June 27, 2025 included $5,645 and $43,000 of accumulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively.

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

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

  June 27, 2025September 30, 2024
(in thousands)Weighted Average Useful Life (Years)Gross Carrying ValueAccumulated AmortizationNet Carrying ValueGross Carrying ValueAccumulated AmortizationNet Carrying Value
Amortizable intangible assets:
Customer relationships10$450,645 $(341,688)$108,957 $600,317 $(371,600)$228,717 
Other827,575 (20,766)6,809 43,968 (25,067)18,901 
Total478,220 (362,454)115,766 644,285 (396,667)247,618 
Indefinite-lived intangible assets:
Trade names92,800 — 92,800 92,813 — 92,813 
Total$571,020 $(362,454)$208,566 $737,098 $(396,667)$340,431 

During the second quarter of fiscal 2025, the Company recorded non-cash impairment charges totaling $92,397 primarily related to customer relationships. Refer to Note 14 “Fair Value Measurements” for further discussion of the Company’s impairment review. As a result of the asset impairment charge, the book basis of the HDPE intangible assets was adjusted to the new fair value. This resulted in the elimination of previously accumulated amortization of $65,404, as well as an equivalent reduction in gross intangibles for an equal amount.

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

17

Expected amortization expense for intangible assets for the remainder of fiscal 2025 and over the next five years and thereafter is as follows:

(in thousands)
Remaining 2025$9,946 
202639,790 
202738,709 
202816,430 
20293,182 
20303,182 
Thereafter4,527 
Actual amounts of amortization may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets and other events.
   

13. DEBT

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

(in thousands)June 27, 2025September 30, 2024
ABL Credit Facility$— $— 
Senior Secured Term Loan Facility due May 26, 2028372,167 371,952 
Senior Notes due June 2031400,000 400,000 
Deferred financing costs(7,780)(7,114)
Long-term debt$764,387 $764,838 
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 as of each of June 27, 2025 and September 30, 2024.

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

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

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

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


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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 June 27, 2025 or September 30, 2024.


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

June 27, 2025September 30, 2024
(in thousands)Level 1Level 2Level 1Level 2
Assets
Cash equivalents$257,101 $— $265,077 $— 

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:

June 27, 2025September 30, 2024
(in thousands)Carrying ValueFair ValueCarrying ValueFair Value
Senior Secured Term Loan Facility due May 26, 2028$373,000 $371,911 $373,000 $373,000 
Senior Notes due June 2031400,000 369,336 400,000 364,456 
Total Debt$773,000 $741,247 $773,000 $737,456 

In determining the approximate fair value of its long-term debt, the Company used the trading values among financial institutions, and these values fall within Level 2 of the fair value hierarchy. The carrying value of the ABL Credit Facility approximates fair value due to it being a market-linked variable rate debt.

Impairment Charge related to HDPE Assets

During the second quarter of fiscal 2025, the Company recorded non-cash impairment charges of $127,733, against the long-lived assets of the HDPE business, primarily the fixed assets, right-of-use assets and definite-lived intangibles. This was the result of the identification of indicators of impairment related to the Company’s HDPE business. The indicators of impairment were triggered by the emergence in the second quarter of competing technology for federal stimulus funding, an acceleration of constraints on public spending, and adverse market-related conditions during the second quarter, which include delays in the deployment of government stimulus funding for
19

nationwide broadband infrastructure investments, in combination with the Company’s forward-looking cash flow projections.

The impairments were measured as the amount by which the carrying values of the assets, $250,966 exceeded their estimated fair value, $123,233, determined using the discounted cash flow method and industry-based data where available. This measurement resulted in the impairment value of $127,733. The assets of the HDPE business are a part of the Electrical segment.

Of the $127,733 impairment value, $92,397 was recorded in definite lived intangible assets, $31,766 was recorded in fixed assets and $3,570 was recorded in right-of-use assets on our condensed consolidated statements of operations.


15. COMMITMENTS AND CONTINGENCIES

The Company has obligations related to commitments to purchase certain goods. As of June 27, 2025, such obligations were $334,206 for the rest of fiscal year 2025 and $16,927 for fiscal year 2026 and beyond. These amounts represent open purchase orders for materials used in production.

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
20

vigorously defend itself. During the quarter, a proposed settlement was announced between OPIS and plaintiffs obligating OPIS to pay certain monies and to cooperate with plaintiffs. The Court has preliminarily approved the settlement and set August 18, 2025 as the due date for amended complaints. As these proceedings are in the early stages, it is not possible for the Company to predict any outcome or estimate the amount of loss, if any, which could be associated with any adverse decision. While the Company does not believe that any of these proceedings will have a material adverse effect on its financial condition, the Company cannot give assurance that the proceedings will not have a material effect on its financial condition.

On February 13, 2025, the Company received from the U.S. Department of Justice Antitrust Division a grand jury subpoena issued by the U.S. District Court for the Northern District of California. The subpoena calls for production of documents relating to the pricing of the Company’s PVC pipe and conduit products. The Company is complying, and intends to continue to comply, with its obligations under the subpoena.

In the second quarter of fiscal 2025, the Company and certain of its current and former officers were named as defendants in two putative securities class action lawsuits under the captions Westchester Putnam Counties Heavy & Highway Laborers Local 60 Benefits Fund v. 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. 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 seeks damages in an unspecified amount and other relief.
While the Company does not believe that any of the securities or derivative proceedings will have a material adverse effect on its financial condition, the Company cannot give assurance that the proceedings will not have a material effect on its financial condition.

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. On the basis of information currently available to the Company, it does not believe that existing proceedings and claims 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 June 27, 2025. The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $44,170 as of June 27, 2025.

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In disposing of assets or businesses, the Company often provides representations, warranties and indemnities to cover various risks including unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. The Company does not have the ability to estimate the potential liability from such indemnities because they relate to unknown conditions. However, the Company has no reason to believe that these uncertainties would have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

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

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.

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.

Three months ended
 June 27, 2025June 28, 2024
(in thousands)External Net SalesIntersegment SalesAdjusted EBITDAExternal Net SalesIntersegment SalesAdjusted EBITDA
Electrical$521,306 $2 $81,235 $605,955 $7 $182,568 
Safety & Infrastructure213,739 224 30,731 216,409 615 30,042 
Eliminations— (226)— (622)
Consolidated operations$735,045 $— $822,364 $— 
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Nine months ended
 June 27, 2025June 28, 2024
(in thousands)External Net SalesIntersegment SalesAdjusted EBITDAExternal Net SalesIntersegment SalesAdjusted EBITDA
Electrical$1,479,331 $9 $264,564 $1,790,426 $17 $582,679 
Safety & Infrastructure619,036 924 82,374 623,330 1,239 75,084 
Eliminations— (933)— (1,256)
Consolidated operations$2,098,367 $— $2,413,756 $— 


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

Total Assets
(in thousands)June 27, 2025September 30, 2024
Electrical$1,651,323 $1,773,937 
Safety & Infrastructure769,243 769,527 
Unallocated496,586 477,939 
Consolidated operations$2,917,152 $3,021,403 


Presented below is a reconciliation of operating Segment Adjusted EBITDA to Income before income taxes:
Three months endedNine months ended
(in thousands)June 27, 2025June 28, 2024June 27, 2025June 28, 2024
Operating segment Adjusted EBITDA
Electrical$81,235 $182,568 $264,564 $582,679 
Safety & Infrastructure30,731 30,042 82,374 75,084 
Total$111,966 $212,610 $346,938 $657,763 
Unallocated expenses (a)
(12,045)(6,485)(31,459)(26,201)
Depreciation and amortization(29,033)(29,932)(87,603)(88,407)
Interest expense, net(8,873)(9,944)(25,343)(26,058)
Loss on sale of business— — (6,101)— 
Asset impairment charges— — (127,733)— 
Stock-based compensation(7,246)(4,488)(21,056)(14,273)
Other (b)
321 (3,813)(465)(7,465)
Income before income taxes$55,090 $157,948 $47,178 $495,359 
(a) Represents unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, human resources, information technology, business development and communications, as well as certain costs and earnings of employee-related benefits plans, such as stock-based compensation and a portion of self-insured medical costs.
(b) Represents other items, such as inventory reserves and adjustments, (gain) loss on disposal of property, plant and equipment, (gain) loss on assets held for sale, realized or unrealized (gain) loss on foreign currency impacts of intercompany loans, insurance recoveries, transaction costs and restructuring costs.



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

Three months endedNine months ended
(in thousands)June 27, 2025June 28, 2024June 27, 2025June 28, 2024
United States$653,392 $719,573 $1,835,544 $2,128,274 
Other Americas19,859 25,036 62,753 69,947 
Europe52,212 65,632 167,240 181,376 
Asia-Pacific9,582 12,123 32,830 34,159 
Total$735,045 $822,364 $2,098,367 $2,413,756 


The table below shows the amount of net sales from external customers for each of the Company’s product categories which accounted for 10% or more of consolidated net sales in either period for the three and nine months ended June 27, 2025 and June 28, 2024:

Three months endedNine months ended
(in thousands)June 27, 2025June 28, 2024June 27, 2025June 28, 2024
Metal Electrical Conduit and Fittings$121,118 $137,057 $335,189 $423,993 
Electrical Cable & Flexible Conduit132,431 128,249 366,889 358,576 
Plastic Pipe and Conduit176,098 238,800 499,123 716,354 
Other Electrical products (a)
91,659 101,849 278,130 291,503 
Electrical521,306 605,955 1,479,331 1,790,426 
Mechanical Pipe82,830 92,052 219,619 265,416 
Other Safety & Infrastructure products (b)
130,909 124,357 399,417 357,914 
Safety & Infrastructure213,739 216,409 619,036 623,330 
Net sales$735,045 $822,364 $2,098,367 $2,413,756 
(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 July 30, 2025, Atkore’s Board of Directors approved a quarterly dividend payment of $0.33 per share of common stock payable on August 29, 2025 to stockholders of record on August 19, 2025.

On August 4, 2025, William E. Waltz, Jr., President and Chief Executive Officer, notified the Company’s Board of Directors of his intention to retire. Mr. Waltz intends to continue to serve as President and CEO until a successor is appointed.


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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.


RESULTS OF OPERATIONS
    
The consolidated results of operations for the three months ended June 27, 2025 and June 28, 2024 were as follows:

Three months ended
(in thousands)June 27, 2025June 28, 2024Change% Change
Net sales$735,045 $822,364 $(87,319)(10.6)%
Cost of sales562,985 542,709 20,276 3.7 %
Gross profit172,060 279,655 (107,595)(38.5)%
Selling, general and administrative98,139 97,987 152 0.2 %
Intangible asset amortization10,108 13,216 (3,108)(23.5)%
Operating income63,813 168,452 (104,639)(62.1)%
Interest expense, net8,873 9,944 (1,071)(10.8)%
Other (income) expense, net (150)560 (710)(126.8)%
Income before income taxes55,090 157,948 (102,858)(65.1)%
Income tax expense12,128 34,531 (22,403)(64.9)%
Net income$42,962 $123,417 $(80,455)(65.2)%


Net sales
% Change
Volume1.9 %
Average selling prices(12.2)%
Other(0.3)%
Net sales(10.6)%

25

Net sales decreased by $87.3 million, or 10.6%, to $735.0 million for the three months ended June 27, 2025, compared to $822.4 million for the three months ended June 28, 2024. The decrease in net sales is primarily attributed to decreased average selling prices across the Company’s products of $100.5 million and the impact of divestitures in fiscal 2025 of $4.2 million, partially offset by increased sales volume of $15.4 million.

Cost of sales
% Change
Volume2.8 %
Average input costs0.6 %
Freight0.8 %
Other(0.5)%
Cost of sales3.7 %

Cost of sales increased by $20.3 million, or 3.7%, to $563.0 million for the three months ended June 27, 2025 compared to $542.7 million for the three months ended June 28, 2024. The increase was primarily due to increased sales volume of $15.3 million, increased freight costs of $4.2 million, and increased inputs costs of $3.4 million partially offset by the impact of divestitures in fiscal 2025 of $4.2 million.

Selling, general and administrative

Selling, general and administrative expenses increased by $0.2 million, or 0.2%, to $98.1 million for the three months ended June 27, 2025 compared to $98.0 million for the three months ended June 28, 2024. The increase was primarily due to increased investments in people and software of $3.8 million and other expense categories of $2.0 million partially offset by increased productivity of $5.6 million.

Intangible asset amortization

Intangible asset amortization expense decreased to $10.1 million for the three months ended June 27, 2025 compared to $13.2 million for the three months ended June 28, 2024. The decrease in amortization expense resulted from certain intangibles becoming fully amortized.

Interest expense, net

Interest expense, net decreased by $1.1 million, or 10.8% to $8.9 million for the three months ended June 27, 2025 compared to $9.9 million for the three months ended June 28, 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 $0.2 million of other income for the three months ended June 27, 2025 compared to $0.6 million other expense for the three months ended June 28, 2024. This change is due to a $0.2 million gain on assets held for sale.

Income tax expense

The Company’s income tax rate increased to 22.0% for the three months ended June 27, 2025 compared to 21.9% for the three months ended June 28, 2024. The current period effective tax rate is consistent with the prior year period.

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.
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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)June 27, 2025June 28, 2024Change% Change
Net sales$521,308 $605,962 $(84,654)(14.0)%
Adjusted EBITDA$81,235 $182,568 $(101,333)(55.5)%
Adjusted EBITDA margin15.6 %30.1 %


Net sales
% Change
Volume1.6 %
Average selling prices(15.2)%
Other(0.4)%
Net sales(14.0)%

Net sales decreased by $84.7 million, or 14.0%, to $521.3 million for the three months ended June 27, 2025 compared to $606.0 million for the three months ended June 28, 2024. The decrease in net sales is primarily attributed to decreased average selling prices of $92.2 million and the impact of divestitures in fiscal 2025 of $4.2 million, partially offset by increased sales volume of $9.5 million.

Adjusted EBITDA

Adjusted EBITDA for the three months ended June 27, 2025 decreased by $101.3 million, or 55.5%, to $81.2 million from $182.6 million for the three months ended June 28, 2024. Adjusted EBITDA margin decreased to 15.6% for the three months ended June 27, 2025 compared to 30.1% for the three months ended June 28, 2024. The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to lower average selling prices.

Safety & Infrastructure
Three months ended
(in thousands)June 27, 2025June 28, 2024Change% Change
Net sales$213,963 $217,024 $(3,061)(1.4)%
Adjusted EBITDA$30,731 $30,042 $689 2.3 %
Adjusted EBITDA margin14.4 %13.8 %
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Net sales
% Change
Volume2.7 %
Average selling prices(3.8)%
Other(0.3)%
Net sales(1.4)%

Net sales decreased by $3.1 million, or 1.4%, for the three months ended June 27, 2025 to $214.0 million compared to $217.0 million for the three months ended June 28, 2024. The decrease is primarily attributed to lower selling prices of $8.3 million partially offset by higher sales volume of $5.9 million.

Adjusted EBITDA

Adjusted EBITDA increased by $0.7 million, or 2.3%, to $30.7 million for the three months ended June 27, 2025 compared to $30.0 million for the three months ended June 28, 2024. Adjusted EBITDA margin increased to 14.4% for the three months ended June 27, 2025 compared to 13.8% for the three months ended June 28, 2024. The increase in Adjusted EBITDA and Adjusted EBITDA margin was largely related to increases associated with our construction business and our cable management and metal framing products in North America.


The consolidated results of operations for the nine months ended June 27, 2025 and June 28, 2024 were as follows:
Nine months ended
(in thousands)June 27, 2025June 28, 2024Change% Change
Net sales$2,098,367 $2,413,756 $(315,389)(13.1)%
Cost of sales1,570,102 1,551,986 18,116 1.2 %
Gross profit528,265 861,770 (333,505)(38.7)%
Selling, general and administrative288,630 297,147 (8,517)(2.9)%
Intangible asset amortization31,972 41,904 (9,932)(23.7)%
Asset impairment charges127,733 — 127,733 100.0 %
Operating income79,930 522,719 (442,789)(84.7)%
Interest expense, net25,343 26,058 (715)(2.7)%
Other expense, net 7,409 1,302 6,107 469.0 %
Income before income taxes47,178 495,359 (448,181)(90.5)%
Income tax expense7,935 95,606 (87,671)(91.7)%
Net income$39,243 $399,753 $(360,510)(90.2)%

Net sales
% Change
Volume0.5 %
Average selling prices(13.6)%
Other— %
Net sales(13.1)%

Net sales decreased by $315.4 million, or 13.1%, to $2,098.4 million for the nine months ended June 27, 2025, compared to $2,413.8 million for the nine months ended June 28, 2024. The decrease in net sales is primarily attributed to decreased average selling prices of $328.1 million partially offset by higher sales volume of $10.9 million.
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Cost of sales

% Change
Volume0.6 %
Average input costs(1.1)%
Solar energy tax credits generated1.0 %
Freight1.2 %
Other(0.5)%
Cost of sales1.2 %

Cost of sales increased by $18.1 million, or 1.2% to $1,570.1 million for the nine months ended June 27, 2025 compared to $1,552.0 million for the nine months ended June 28, 2024. The increase in cost of sales was primarily due to higher freight costs of $17.9 million, higher sales volume of $9.2 million, and decreased benefit of solar energy tax credits of $16.1 million, partially offset by lower input costs of $17.3 million and the impact of divestitures in fiscal 2025 of $6.5 million.

Selling, general and administrative
    
Selling, general and administrative expenses decreased by $8.5 million, or 2.9%, to $288.6 million for the nine months ended June 27, 2025, compared to $297.1 million for the nine months ended June 28, 2024. The decrease was primarily due to increased productivity of $13.6 million, decrease in administrative costs due to a divested business of $5.0 million and decreased costs of other general and administrative expenses of $10.7 million, partially offset by increased spending on business improvement initiatives of $11.5 million, higher stock compensation of $6.7 million and higher costs of $9.3 million spread across a variety of other spend categories.

Intangible asset amortization

Intangible asset amortization expense decreased to $32.0 million for the nine months ended June 27, 2025, compared to $41.9 million for the nine months ended June 28, 2024. The decrease in amortization expense resulted from certain intangibles becoming fully amortized.

Asset impairment charges

Asset impairment charges increased to $127.7 million for the nine months ended June 27, 2025 compared to no asset impairment charges for the nine months ended June 28, 2024. The asset impairment charge were related to the impairment of HDPE assets as described in Note 14, “Fair Value Measurements”.

Interest expense, net

Interest expense, net, decreased by $0.7 million, or 2.7%, to $25.3 million for the nine months ended June 27, 2025, compared to $26.1 million for the nine months ended June 28, 2024. The decrease is primarily due to decreased interest rates on the Company’s Senior Secured Term Loan Facility.

Other expense, net

Other expense, net increased to $7.4 million for the nine months ended June 27, 2025, compared to $1.3 million for the nine months ended June 28, 2024. This increase is primarily due to the loss on the sale of Northwest Polymers of $6.1 million in the second quarter of fiscal 2025.

Income tax expense

The Company’s income tax rate decreased to 16.8% for the nine months ended June 27, 2025, compared to 19.3% for the nine months ended June 28, 2024. The decrease in the current period effective tax rate was driven by the benefit related to solar energy tax credits.
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SEGMENT RESULTS

Electrical
Nine months ended
(in thousands)June 27, 2025June 28, 2024Change% Change
Net sales$1,479,340 $1,790,443 $(311,103)(17.4)%
Adjusted EBITDA$264,564 $582,679 $(318,115)(54.6)%
Adjusted EBITDA margin17.9 %32.5 %

Net sales
% Change
Volume(0.1)%
Average selling prices(17.0)%
Other(0.3)%
Net sales(17.4)%
    
Net sales decreased by $311.1 million, or 17.4%, to $1,479.3 million for the nine months ended June 27, 2025, compared to $1,790.4 million for the nine months ended June 28, 2024. The decrease in net sales is primarily attributed to decreased average selling prices of $303.3 million, the impact of divestitures in fiscal 2025 of $6.2 million and decreased sales volume of $2.0 million.

Adjusted EBITDA

Adjusted EBITDA for the nine months ended June 27, 2025 decreased by $318.1 million, or 54.6%, to $264.6 million from $582.7 million for the nine months ended June 28, 2024. Adjusted EBITDA margin decreased to 17.9% for the nine months ended June 27, 2025, compared to 32.5% for the nine months ended June 28, 2024. The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to the decrease in average selling prices.

Safety & Infrastructure
Nine months ended
(in thousands)June 27, 2025June 28, 2024Change% Change
Net sales$619,960 $624,569 $(4,609)(0.7)%
Adjusted EBITDA$82,374 $75,084 $7,290 9.7 %
Adjusted EBITDA margin13.3 %12.0 %

Net sales
Change (%)
Volume2.1 %
Average selling prices(4.0)%
Solar energy tax credits to be transferred1.3 %
Other(0.1)%
Net sales(0.7)%

Net sales decreased by $4.6 million, or 0.7%, to $620.0 million for the nine months ended June 27, 2025, compared to $624.6 million for the nine months ended June 28, 2024. The decrease is primarily due to decreased average selling prices of $24.8 million, partially offset by higher volumes of $12.9 million, and
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decreased economic value of solar energy tax credits to be transferred to certain customers of $8.1 million.

Adjusted EBITDA

Adjusted EBITDA increased $7.3 million, or 9.7%, to $82.4 million for the nine months ended June 27, 2025, compared to $75.1 million for the nine months ended June 28, 2024. Adjusted EBITDA margin increased to 13.3% for the nine months ended June 27, 2025, compared to 12.0% for the nine months ended June 28, 2024. The increase in Adjusted EBITDA and Adjusted EBITDA margin was largely due to decreases in costs outpacing decreases in average selling price and higher volume.


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 $331.0 million as of June 27, 2025, of which $93.7 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 June 27, 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 June 27, 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.

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
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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:
Nine months ended
(in thousands)June 27, 2025June 28, 2024
Cash flows provided by (used in):
Operating activities$192,359 $349,957 
Investing activities(69,302)(110,677)
Financing activities(143,149)(324,595)
    
Operating activities
    
During the nine months ended June 27, 2025, the Company was provided $192.4 million cash flow by operating activities compared to $350.0 million during the nine months ended June 28, 2024. The $157.6 million decrease in cash provided was primarily due to decreased operating income of $442.8 million, partially offset by less working capital used of $72.4 million, the non-cash asset impairment charge of $127.7 million in operating income and the impact of taxes of $69.5 million.

Investing activities

During the nine months ended June 27, 2025, the Company used $69.3 million in investing activities compared to $110.7 million during the nine months ended June 28, 2024. The $41.4 million decrease in cash used in investing activities was primarily due to a decrease of $20.2 million in capital expenditures, proceeds from the sale of properties and equipment of $7.1 million, and proceeds from the sale of Northwest Polymers of $6.7 million. Additionally, in fiscal 2024, the Company paid $6.0 million of purchase price payable related to the fiscal 2022 acquisition of Cascade Poly Pipe & Conduit and Northwest Polymers. No additional activity related to acquisitions occurred during the nine months ended June 27, 2025.
    
Financing Activities
    
During the nine months ended June 27, 2025, the Company used $143.1 million in financing activities compared to $324.6 million used during the nine months ended June 28, 2024. The decrease in cash used in financing activities is primarily due to $181.0 million less cash used to repurchase common stock during the nine months ended June 27, 2025 and $13.0 million less in issuance of common stock, net of shares withheld for tax, partially offset by an increase in dividends paid of $9.8 million.







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CHANGES IN CRITICAL ACCOUNTING POLICIES AND ESTIMATES

As described in Note 14 “Fair Value Measurements,” the Company recorded an asset impairment charge of $127,733. Of this charge, $92,397 was recorded against intangible assets, predominantly customer relationship intangibles. As a result of the conditions related to this asset impairment charge, the estimated remaining weighted average useful life for customer relationships intangibles has been reduced from 7 years to 3 years, as of March 28, 2025. As a result of the asset impairment charge, the GAAP basis for the amortization of customer relationship intangibles has been adjusted. The Company will record amortization expense in future periods based upon the new GAAP basis and estimated useful life.


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:
•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;
•pricing pressure, reduced profitability, or loss of market share due to intense competition;
•availability and cost of third-party freight carriers and energy;
•changes in prices of raw materials;
•high levels of imports of products similar to those manufactured by us;
•changes in federal, state, local and international governmental regulations and trade policies, including application of tariffs;
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•adverse weather conditions;
•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;
•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;
•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;
•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;
•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;
•safety and labor risks associated with the manufacture and in the testing of our products;
•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;
•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;
•our inability to introduce new products effectively or implement our innovation strategies;
•our inability to continue importing raw materials, component parts and/or finished goods;
•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”;
•disruptions or impediments to the receipt of sufficient raw materials resulting from various anti-terrorism security measures;
•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;
•failure to generate cash sufficient to pay dividends;
•challenges attracting and retaining key personnel or high-quality employees;
•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
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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.
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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

As a result of current public health conditions in the region we operate, the Company has lowered the priority of the risk of “widespread outbreak of diseases” from the third highest risk as presented in the Form 10-K filed on November 21, 2024, to a risk between “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” and “changes in our financial obligations relating to pension plans that we maintain in the United States.”

The Company has also restated the risk heading of “changes in federal, state, local and international government regulations and trade policies” to state “changes in federal, state, local and international government regulations and trade policies, including application of tariffs.” The content of this risk description as disclosed in the Form 10-K filed on November 21, 2024 has not changed.

The Company has also restated the risk heading of “changes in foreign laws and legal systems, including a as a result of Brexit” to state “changes in foreign laws and legal systems.” The content of this risk description as disclosed in the Form 10-K filed on November 21, 2024 has not changed.
    
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

On May 2, 2024, the 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 June 27, 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 second quarter of fiscal 2025 (in thousands, except per share data):

Period
(4-5-4 calendar)		Total Number Of Shares PurchasedAvg Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced ProgramMaximum Value of Shares that May Yet Be Purchased Under the Program
March 29, 2025 to April 25, 2025— $— — $328,114 
April 26, 2025 to May 30, 2025— $— — $328,114 
May 31, 2025 to June 27, 2025— $— — $328,114 
Total— — 

Item 3. Defaults Upon Senior Securities
Not applicable.
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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 or terminated (i) any trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c); and/or (ii) any written trading arrangement that meets the requirements of a “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

During the quarter ended June 27, 2025, no activity occurred requiring disclosure under Item 408(a) of Regulation S-K.


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Item 6. Exhibits

10.1#
10.2#
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

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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:August 4, 2025By:/s/ John M. Deitzer
Vice President and Chief Financial Officer (Principal Financial Officer)
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