ATKR

EX-99.1

2 atkr3q26exhibit991.htm

EX-99.1

Document

Exhibit 99.1

Atkore Inc. Announces Third Quarter 2026 Results

•The Company has entered into a definitive agreement to be acquired by Prysmian S.p.A. in an all-cash transaction for $95.00 per share representing an enterprise value of approximately $3.8 billion.

•Net sales of $794.8 million, up 8.1% versus prior year

•Net income per diluted share of $0.02, a decrease of $1.23 versus prior year; Adjusted net income per diluted share of $1.92, an increase of $0.29 versus prior year

•Net income of $0.7 million, a decrease of $42.2 million versus prior year; Adjusted EBITDA of $104.7 million, an increase of $4.7 million versus prior year

•The Company entered into a settlement agreement with the last of three putative classes in an ongoing litigation matter for $50.0 million

•On July 30, 2026, Atkore’s Board of Directors approved a quarterly dividend payment of $0.33 per share of common stock payable on August 28, 2026 to shareholders of record on August 18, 2026

HARVEY, IL. — August 3, 2026 (BUSINESS WIRE) - Atkore Inc. (the “Company” or “Atkore”) (NYSE: ATKR) announced earnings for its fiscal 2026 third quarter ended June 26, 2026.

“We were pleased with our third quarter results. Our Net sales, Adjusted EBITDA and Adjusted EPS were all higher versus the prior year and they were sequentially higher from our second quarter. Our net sales reflected strong organic volume growth from both our segments,“ said Bill Waltz, Atkore President and Chief Executive Officer.

Waltz continued, “We are pleased to have entered into an agreement to be acquired by Prysmian in an all-cash transaction that delivers value to Atkore shareholders. Our solid quarterly results and today’s transaction are a testament to our team’s focus and dedication.”

2026 Third Quarter Results

Three months ended

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

Net sales

Electrical$578,310 $521,308 $57,002 10.9 %

Safety & Infrastructure216,828 213,963 2,865 1.3 %

Eliminations(338)(226)(112)49.6 %

Consolidated operations$794,800 $735,045 $59,755 8.1 %

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

Adjusted EBITDA

Electrical$89,330 $81,235 $8,095 10.0 %

Safety & Infrastructure28,138 30,731 (2,593)(8.4)%

Unallocated(12,812)(12,045)(767)6.4 %

Consolidated operations$104,656 $99,921 $4,735 4.7 %

1

Exhibit 99.1

Net sales increased by $59.8 million, or 8.1%, to $794.8 million for the three months ended June 26, 2026, compared to $735.0 million for the three months ended June 27, 2025. The increase in net sales is primarily attributed to increased sales volume of $65.7 million, increased average selling prices of $22.4 million and foreign exchange benefits of $8.0 million partially offset by the impact of divestitures of $39.0 million.

Gross profit increased by $4.2 million, or 2.4%, to $176.3 million for the three months ended June 26, 2026, as compared to $172.1 million for the prior-year period. Gross margin decreased to 22.2% for the three months ended June 26, 2026, as compared to 23.4% for the prior-year period. Gross profit increased primarily due to increased sales volume, but gross margin decreased primarily due to increases in input costs of $48.9 million outpacing increases in average selling prices of $22.4 million.

Net income decreased by $42.2 million, or 98.3%, to net income of $0.7 million for the three months ended June 26, 2026 compared to $43.0 million of net income for the prior-year period. The decrease was primarily due to litigation settlement expense of $50.0 million, related litigation costs and increased transaction costs associated with recent divestitures and other activities in conjunction with the previously announced strategic review.

Adjusted EBITDA increased by $4.7 million, or 4.7%, to $104.7 million for the three months ended June 26, 2026 compared to $99.9 million for the three months ended June 27, 2025. The increase was primarily due to higher gross profit.

Net income per diluted share prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) was $0.02 for the three months ended June 26, 2026, as compared to $1.25 in the prior-year period. The decrease in diluted earnings per share is primarily due to the decrease in net income. Adjusted net income per diluted share increased by $0.29 to $1.92 for the three months ended June 26, 2026, as compared to $1.63 in the prior year period.

Segment Results

Electrical

Net sales increased by $57.0 million, or 10.9%, to $578.3 million for the three months ended June 26, 2026 compared to $521.3 million for the three months ended June 27, 2025. The increase in net sales is primarily attributed to increased sales volume of $62.8 million, foreign exchange benefits of $8.0 million and increased average selling prices of $13.7 million, partially offset by divestitures of businesses of $27.5 million.

Adjusted EBITDA for the three months ended June 26, 2026

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atkr-202602030001666138false00016661382026-02-032026-02-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 3, 2026

Atkore Inc. (Exact name of registrant as specified in its charter)

Delaware001-3779390-0631463 (State or other jurisdiction of incorporation)(Commission File Number)(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)

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbolName of each exchange on which registered Common Stock, $.01 par value per shareATKRNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition.* On February 3, 2026, Atkore International Group Inc. (the "Company" or "Atkore") issued a press release announcing the Company’s financial results for its fiscal 2026 first quarter ended December 26, 2025. A copy of the press release is being furnished as Exhibit 99.1 and incorporated herein by reference. Item 7.01. Regulation FD Disclosure.* The slide presentation attached hereto as Exhibit 99.2, and incorporated herein by reference, will be presented to certain Atkore investors on February 3, 2026 and may be used by Atkore in various other presentations to investors. Item 9.01. Financial Statements and Exhibits.*

Exhibit No. Description of Exhibit

99.1 Press Release, dated February 3, 2026.

99.2 Presentation to investors, dated February 3, 2026.

104 Inline XBRL for the cover page of this Current Report on Form 8-K * In accordance with General Instruction B.2 of Form 8-K, the information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act"), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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 hereunto duly authorized.

ATKORE INC.

By: /s/ Daniel S. Kelly Daniel S. Kelly Vice President, General Counsel and Secretary

Date: February 3, 2026