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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): November 20, 2025
New Logo.gif
Atkore Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-37793 90-0631463
(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 class Trading symbol Name of each exchange on which registered
Common Stock, $.01 par value per share ATKR New 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 November 20, 2025, Atkore Inc. (the "Company" or "Atkore") issued a press release announcing the Company’s financial results for the fourth fiscal quarter and year ended September 30, 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 November 20, 2025 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 
99.2 
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 INTERNATIONAL GROUP INC.



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

Date: November 20, 2025




EX-99.1 2 atkr4q25exhibit991.htm EX-99.1 Document
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Exhibit 99.1
    
Atkore Inc. Announces Fourth Quarter 2025 Results

Fourth-Quarter Highlights
•Net sales of $752.0 million compared to $788.3 million in the prior year
•Net (loss) of $(54.4) million compared to net income of $73.1 million in the prior year
◦Net (loss) includes $66.7 million non-cash impairment of certain long-lived assets in our HDPE business
◦Net (loss) includes $18.9 million non-cash goodwill impairment related to the Mechanical reporting unit
•Adjusted EBITDA of $70.9 million compared to $140.1 million in the prior year
◦Fourth quarter includes $5.8 million one-time inventory adjustments and,
◦Non-routine advisory, financing & legal services for $5.4 million
◦Excluding both items, Adjusted EBITDA would have been $82 million
•Net (loss) income per diluted share decreased to $(1.62) from $2.02 in prior year period; Adjusted net income per diluted share decreased to $0.69 from $2.43 in prior year period

Fiscal 2025 Highlights
•Net sales of $2,850.4 million compared to $3,202.1 million in prior year
•Net (loss) of $(15.2) million compared to net income of $472.9 million in the prior year
• Adjusted EBITDA of $386.4 million compared to $771.7 million in prior year
◦Fourth quarter includes $5.8 million one-time inventory adjustments and,
◦Non-routine advisory, financing & legal services for $5.4 million
◦Excluding both items, Adjusted EBITDA would have been $397.3 million
•Net (loss) income per diluted share decreased to $(0.45) from $12.69 in prior year; Adjusted net income per diluted share decreased to $6.05 from $14.48 in prior year
•Net cash provided by operating activities of $402.8 million; Free Cash Flow of $295.7 million
•Repurchased $100.0 million in outstanding shares and paid dividends totaling $44.2 million

Additional Highlights
•On November 18, 2025, Atkore’s Board of Directors declared a quarterly cash dividend of $0.33 per share of common stock payable on December 17, 2025, to stockholders of record on December 5, 2025
•Full-year 2026 Net sales expected to be in the range of $3.0 - $3.1 billion
•Full-year 2026 Adjusted EBITDA outlook of $340 - $360 million; Full-year Adjusted net income per diluted share outlook of $5.05 - $5.55

HARVEY, IL. — November 20, 2025 (BUSINESS WIRE) - Atkore Inc. (the “Company” or “Atkore”) (NYSE: ATKR) announced earnings for its fiscal 2025 full year and fourth quarter ended September 30, 2025 (“fourth quarter”).

“Atkore achieved Net Sales of $2.9 billion in fiscal 2025 and grew organic volume for the third consecutive year,” said Bill Watlz, Atkore President and Chief Executive Officer. “We returned cash to shareholders by deploying $144 million towards share repurchases and dividend payments. We also took steps to preserve our financial flexibility by refinancing our existing asset-based lending agreement and our senior secured term loan, moving maturity dates beyond fiscal 2030.”

Waltz continued, “Earlier today we announced that the Board of Directors has expanded the scope of its previously announced review of strategic alternatives which is intended to maximize shareholder value. I have decided to stay in my role as Atkore’s President and CEO at least through the conclusion of the strategic review. Our product portfolio is well positioned to serve our customers with anticipated near-term market demand growth in several key electrical end markets, and the long-term demand outlook for electricity.”




1

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Exhibit 99.1
    
2025 Fourth Quarter Results

Three Months Ended
(in thousands) September 30, 2025 September 30, 2024 Change Change %
Net sales
Electrical $ 518,880  $ 564,535  $ (45,655) (8.1) %
Safety & Infrastructure 233,409  224,507  8,902  4.0  %
Eliminations (278) (746) 468  (62.7) %
Consolidated operations $ 752,011  $ 788,296  $ (36,285) (4.6) %
Net (loss) income
$ (54,420) $ 73,119  $ (127,539) (174.4) %
Adjusted EBITDA
Electrical $ 65,947  $ 145,662  $ (79,715) (54.7) %
Safety & Infrastructure 26,817  14,898  11,919  80.0  %
Unallocated (21,849) (20,410) (1,439) 7.1  %
Consolidated operations $ 70,915  $ 140,150  $ (69,235) (49.4) %

Net sales for the fourth quarter of 2025 decreased to $752.0 million, a decrease of 4.6% compared to $788.3 million for the prior-year period. The decrease was primarily due to lower average selling prices of $53.6 million as the result of expected pricing normalization. These decreases were partially offset by higher sales volume of $10.7 million and a decrease in the economic value of solar tax credits to be transferred to certain customers of $7.7 million.

Gross profit decreased by $68.2 million to $147.8 million for the fourth quarter of 2025, as compared to $216.1 million for the prior-year period. Gross margins decreased from 27.4% in the prior year period to 19.7%. Gross profit and gross profit margin decreased primarily due to declines in average selling prices of $53.6 million and higher raw material costs of $12.3 million.

Net income decreased $127.5 million to a net loss of $54.4 million for the fourth quarter of 2025, as compared to $73.1 million of net income for the prior-year period, due to lower operating income of $158.8 million, partially offset by decreased income taxes of $30.1 million. Adjusted net income decreased $63.3 million to $23.3 million compared to $86.6 million for the prior-year period.

Adjusted EBITDA decreased $69.2 million, or 49.4%, to $70.9 million for the fourth quarter of 2025, as compared to $140.1 million for the prior-year period. Net income margin decreased from 9.3% in the prior-year period to (7.2)% and Adjusted EBITDA Margin decreased 840 basis points from 17.8% to 9.4%.

Net loss per diluted share was $(1.62) for the fourth quarter of 2025, a decrease of $3.64 from the prior-year period. Adjusted net income per diluted share was $0.69 per share for the fourth quarter of 2025 compared to $2.43 for the prior-year period.











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Exhibit 99.1
    
Segment Results

Electrical

Electrical net sales decreased $45.7 million, or 8.1%, to $518.9 million for the fourth quarter of 2025, as compared to $564.5 million for the prior-year period. The decrease in net sales is primarily attributed to decreased average selling prices of $51.8 million as a result of expected pricing normalization and divestitures of $3.1 million, partially offset by increased volume of $6.5 million.

Adjusted EBITDA decreased $79.7 million, or 54.7%, to $65.9 million for the fourth quarter of 2025, as compared to $145.7 million for the prior-year period, and Adjusted EBITDA Margin decreased from 25.8% to 12.7%. The decrease in Adjusted EBITDA was largely due to lower average selling prices and higher input costs.

Safety & Infrastructure

Safety & Infrastructure net sales increased $8.9 million, or 4.0%, to $233.4 million for the fourth quarter of 2025, as compared to $224.5 million for the prior-year period. The increase is attributed to higher volumes of $4.2 million and a decrease in the economic value of solar tax credits to be transferred to certain customers of $7.7 million, partially offset by lower average selling prices of $1.8 million.

Adjusted EBITDA increased $11.9 million, or 80.0%, to $26.8 million for the fourth quarter of 2025, as compared to $14.9 million for the prior-year period. Adjusted EBITDA Margin increased from 6.6% to 11.5%. The increase in Adjusted EBITDA and Adjusted EBITDA Margin was primarily driven by lower input costs.

Fiscal 2025 Full-Year Results

Net sales for fiscal 2025 decreased $351.7 million to $2,850.4 million, a decrease of 11.0% compared to $3,202.1 million for fiscal 2024. The decrease in net sales is primarily attributed to decreased average selling prices of $381.8 million and divestitures of $9.3 million. These decreases are partially offset by increased sales volume of $21.6 million across varying product categories within both the Electrical and the Safety & Infrastructure segments and a decrease in the economic value of solar tax credits to be transferred to certain customers of $15.7 million.

Gross profit for fiscal 2025 decreased $401.7 million to $676.1 million, a decrease of 37.3% compared to $1,077.8 million for fiscal 2024. Gross margin decreased to 23.7% in fiscal 2025 compared to 33.7% in fiscal 2024 due to declines in average selling prices of $381.8 million and a decrease in the net benefit of solar tax credits of $9.9 million.

Net income decreased $488.0 million to a net loss of $15.2 million for fiscal 2025, as compared to net income of $472.9 million for fiscal 2024. Adjusted net income decreased $327.1 million to $205.8 million for fiscal 2025 compared to $532.9 million for fiscal 2024. The decrease in both net income and adjusted net income was primarily driven by lower operating income of $601.6 million, partially offset by lower income tax of $117.8 million.

Adjusted EBITDA decreased $385.3 million or 49.9%, to $386.4 million for fiscal 2025, as compared to $771.7 million for fiscal 2024. The decrease was primarily due to lower operating income.

Net income per diluted share on a GAAP basis was $(0.45) for fiscal 2025, a decrease of $13.14 from fiscal 2024. Adjusted net income per diluted share was $6.05 for fiscal 2025 compared to $14.48 for fiscal 2024.





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Exhibit 99.1
    
Liquidity & Capital Resources

During fiscal 2025, operating activities provided $402.8 million of cash, compared to $549.0 million during fiscal year 2024. Free cash flow decreased to $295.7 million for fiscal 2025 from $399.2 million in fiscal year 2024. The decrease in free cash flow during fiscal 2025 was driven primarily by lower operating income of $601.6 million, partially offset by non-cash asset impairments of $214.4 million, less cash used in working capital of $123.1 million, tax impacts of $105.5 million, decreased capital expenditures of $42.8 million, higher depreciation and amortization of $8.6 million and a non-cash loss on sale of a business of $6.2 million.

During fiscal 2025, the Company repurchased $100.0 million of its outstanding stock, leaving $328.1 million of authorization remaining on the current plan.

Outlook and Targets1

Fiscal 2026 First Quarter - The Company expects the first quarter of fiscal 2026 Adjusted EBITDA to be in the range of $55 - $65 million and Adjusted net income per diluted share to be in the range of $0.55 - $0.75.

Fiscal 2026 Full Year - The Company expects fiscal year 2026 Adjusted EBITDA to be in the range of $340 - $360 million and Adjusted net income per diluted share to be in the range of $5.05 - $5.55.

The Company notes that the outlook and target information provided may vary due to changes in assumptions or market conditions and other factors described under “Forward-Looking Statements.”

Conference Call Information

Atkore management will host a conference call today, November 20, 2025, at 8 a.m. Eastern time, to discuss the Company’s financial results, provide a business update and long-term financial targets. The conference call may be accessed by dialing (888) 330-2446 (domestic) or (240) 789-2732 (international). The call will be available for replay until December 4, 2025. The replay can be accessed by dialing (800) 770-2030, or for international callers, (609) 800-9909. The passcode for the live call and the replay is 5592214.

Interested investors and other parties can also listen to a webcast of the live conference call by logging onto the Investor Relations section of the Company's website at http://investors.atkore.com. The online replay will be available on the same website immediately following the call.
To learn more about the Company please visit the Company's website at http://investors.atkore.com.










1 Reconciliations of the forward-looking full-year and fiscal first quarter outlook and target for Adjusted EBITDA and Adjusted net income per diluted share are not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliations. Accordingly, we are relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude these reconciliations.
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Exhibit 99.1
    
About Atkore Inc.

Atkore is a leading manufacturer of electrical products for commercial, industrial, data center, telecommunications, and solar applications. With 5,400 employees and $2.9B in sales in fiscal year 2025, we deliver sustainable solutions to meet the growing demands of electrification and digital transformation. To learn more, please visit www.atkore.com.

Media Contact:
Lisa Winter
Vice President - Communications
708-225-2453
AtkoreCommunications@atkore.com
Investor Contact:
Matthew Kline
Vice President - Treasury and Investor Relations
708-225-2116
Investors@atkore.com

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements relating to financial outlook. 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. 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 press release. 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 press release, 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 discussed or referenced under the caption “Risk Factors” in our Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on November 20, 2025 could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements.
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Exhibit 99.1
    
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; changes in prices of raw materials; pricing pressure, reduced profitability, or loss of market share due to intense competition; availability and cost of third-party freight carriers and energy; security threats, attacks, or other disruptions to our information systems, or failure to comply with complex network security, data privacy and other legal obligations or the failure to protect sensitive information; high levels of imports of products similar to those manufactured by us; changes in federal, state, local and international governmental regulations and trade policies; adverse weather conditions; work stoppage or other interruptions of production at our facilities as a result of disputes under existing collective bargaining agreements with labor unions or in connection with negotiations of new collective bargaining agreements, as a result of supplier financial distress, or for other reasons; increased costs relating to future capital and operating expenditures to maintain compliance with environmental, health and safety laws; reduced spending by, deterioration in the financial condition of, or other adverse developments, including inability or unwillingness to pay our invoices on time, with respect to one or more of our top customers; increases in our working capital needs, which are substantial and fluctuate based on economic activity and the market prices for our main raw materials, including as a result of failure to collect, or delays in the collection of, cash from the sale of manufactured products; possible impairment of goodwill or other long-lived assets as a result of future triggering events, such as declines in our cash flow projections or customer demand and changes in our business and valuation assumptions; product liability, construction defect and warranty claims and litigation relating to our various products, as well as government inquiries and investigations, and consumer, employment, tort and other legal proceedings; widespread outbreak of diseases; changes in our financial obligations relating to pension plans that we maintain in the United States; reduced production or distribution capacity due to interruptions in the operations of our facilities or those of our key suppliers; loss of a substantial number of our third-party agents or distributors or a dramatic deviation from the amount of sales they generate; our inability to introduce new products effectively or implement our innovation strategies; safety and labor risks associated with the manufacture and in the testing of our products; our ability to protect our intellectual property and other material proprietary rights; risks inherent in doing business internationally; changes in foreign laws and legal systems; our inability to continue importing raw materials, component parts and/or finished goods; disruptions or impediments to the receipt of sufficient raw materials resulting from various anti-terrorism security measures; the incurrence of liabilities and the issuance of additional debt or equity in connection with acquisitions, joint ventures or divestitures and the failure of indemnification provisions in our acquisition agreements to fully protect us from unexpected liabilities; failure to manage acquisitions successfully, including identifying, evaluating, and valuing acquisition targets and integrating acquired companies, businesses or assets; the incurrence of additional expenses, increase in complexity of our supply chain and potential damage to our reputation with customers resulting from regulations related to "conflict minerals"; restrictions contained in our debt agreements; failure to generate cash sufficient to pay the principal of, interest on, or other amounts due on our debt; failure to generate the significant amount of cash needed 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 factors described from time to time in documents that we file with the SEC. The Company assumes no obligation to update the information contained herein, which speaks only as of the date hereof.

Non-GAAP Financial Information

This press release includes certain financial information, not prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). Because not all companies calculate non-GAAP financial information identically (or at all), the presentations herein may not be comparable to other similarly titled measures used by other companies. Further, these measures should not be considered substitutes for the performance measures derived in accordance with GAAP. See non-GAAP reconciliations below in this press release for a reconciliation of these measures to the most directly comparable GAAP financial measures.

Adjusted EBITDA and Adjusted EBITDA Margin

We use Adjusted EBITDA and Adjusted EBITDA Margin in evaluating the performance of our business and in the preparation of our annual operating budgets as indicators of business performance and profitability. We believe Adjusted EBITDA and Adjusted EBITDA Margin allow us to readily view operating trends, perform analytical comparisons and identify strategies to improve operating performance.

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Exhibit 99.1
    
We define Adjusted EBITDA as net 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, impairment of assets, certain legal matters, and other items, such as inventory reserves and adjustments, 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 Adjusted EBITDA margin as Adjusted EBITDA as a percentage of Net sales.

We believe Adjusted EBITDA and Adjusted EBITDA Margin, when presented in conjunction with comparable GAAP measures, are useful for investors because management uses Adjusted EBITDA and Adjusted EBITDA Margin in evaluating the performance of our business.

Adjusted Net Income and Adjusted Net Income per Share

We use Adjusted net income and Adjusted net income per share in evaluating the performance of our business and profitability. Management believes that these measures provide useful information to investors by offering additional ways of viewing the Company’s results that, when reconciled to the corresponding GAAP measure provide an indication of performance and profitability excluding the impact of unusual and certain non-cash items. We define Adjusted net income as net income before stock-based compensation, loss on extinguishment of debt, loss on assets held for sale, gains and losses on the divestiture of a business (including any additional tax adjustments related to those divestitures), insurance recoveries, asset impairment charges, intangible asset amortization, certain legal matters and other items, and the income tax expense or benefit on the foregoing adjustments that are subject to income tax. We define Adjusted net income per share as basic and diluted net income per share excluding the per share impact of stock-based compensation, intangible asset amortization, certain legal matters and other items, and the income tax expense or benefit on the foregoing adjustments that are subject to income tax.

Free Cash Flow

We define Free Cash Flow as net cash provided by operating activities less capital expenditures. We believe that Free Cash Flow provides meaningful information regarding the Company’s liquidity.

7


ATKORE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

Three Months Ended Fiscal Year Ended
(in thousands, except per share data) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Net sales $ 752,011  $ 788,296  $ 2,850,378  $ 3,202,053 
Cost of sales 604,185  572,227  2,174,286  2,124,214 
Gross profit 147,826  216,069  676,092  1,077,839 
Gross Margin 19.7  % 27.4  % 23.7  % 33.7  %
Selling, general and administrative 107,979  100,397  396,609  397,544 
Intangible asset amortization 9,952  13,607  41,924  55,511 
Asset impairment charges 86,654  —  214,386  — 
Operating income (56,759) 102,065  23,173  624,784 
Interest expense, net 7,926  9,526  33,269  35,584 
Loss on extinguishment of debt 795  —  795  — 
Other expense (income), net
290  661  7,699  1,963 
(Loss) Income before income taxes
(65,770) 91,878  (18,590) 587,237 
Income tax expense (11,350) 18,759  (3,415) 114,365 
Net (loss) income
$ (54,420) $ 73,119  $ (15,175) $ 472,872 
Net (loss) income per share
Basic $ (1.62) $ 2.04  $ (0.45) $ 12.83 
Diluted $ (1.62) $ 2.02  $ (0.45) $ 12.69 

8


ATKORE INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except share and per share data) September 30, 2025 September 30, 2024
Assets
Current Assets:
Cash and cash equivalents $ 506,699  $ 351,385 
Accounts receivable, less allowance for current and expected credit losses of $5,128 and $6,322, respectively 447,035  489,926 
Inventories, net 484,845  524,695 
Prepaid expenses and other current assets 162,225  158,382 
Total current assets 1,600,804  1,524,388 
Property, plant and equipment, net 594,266  652,093 
Intangible assets, net 160,758  340,431 
Goodwill 294,485  314,000 
Right-of-use assets, net 156,679  180,656 
Deferred income taxes 35,863  554 
Other long-term assets 9,067  9,281 
Total Assets $ 2,851,922  $ 3,021,403 
Liabilities and Equity
Current Liabilities:
Short-term debt and current maturities of long-term debt $ 3,730  $ — 
Accounts payable 241,246  262,201 
Income tax payable 720  2,000 
Accrued compensation and employee benefits 49,192  44,723 
Customer liabilities 128,538  108,782 
Lease obligations 26,995  22,038 
Other current liabilities 74,098  71,122 
Total current liabilities 524,519  510,866 
Long-term debt 756,802  764,838 
Long-term lease obligations 144,293  164,328 
Deferred income taxes 13,451  26,574 
Other long-term liabilities 14,516  14,897 
Total Liabilities 1,453,581  1,481,503 
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 33,665,258 and 34,859,033 shares issued and outstanding, respectively 338  350 
Additional paid-in capital 526,600  509,254 
Retained earnings 889,391  1,049,390 
Accumulated other comprehensive loss (17,988) (19,094)
Total Equity 1,398,341  1,539,900 
Total Liabilities and Equity $ 2,851,922  $ 3,021,403 





9


ATKORE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands) September 30, 2025 September 30, 2024
Operating activities
Net income $ (15,175) $ 472,872 
Adjustments to reconcile net income to net cash provided by operating activities
Asset impairment charges 214,386  — 
Depreciation and amortization 124,533  121,018 
Amortization of debt issuance costs and original issue discount 2,092  2,151 
Deferred income taxes (48,038) 3,369 
Loss on extinguishment of debt 795  — 
Provision for losses on accounts receivable and inventory 2,140  5,096 
Stock-based compensation expense 23,561  20,300 
Amortization of right of use asset 35,309  30,194 
Loss on sale of business 6,243  — 
Other adjustments to net income (473) (1,076)
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable 40,233  72,732 
Inventories 37,355  (31,920)
Prepaid expenses and other current assets 3,705  (18,610)
Accounts payable (8,420) (37,558)
Income taxes (6,987) (46,163)
Accrued and other liabilities 29,534  (23,134)
Lease assets and liabilities (31,715) (25,557)
Other, net (6,316) 5,319 
Net cash provided by operating activities 402,762  549,033 
Investing activities
Capital expenditures (107,108) (149,861)
Proceeds from sale of properties, plant and equipment 12,766  1,561 
Proceeds from insurance claims 1,770  — 
Proceeds from sale of a business 7,021  — 
Acquisitions of businesses, net of cash acquired —  (6,036)
Net cash used for investing activities (85,551) (154,336)
Financing activities
Issuance of common stock, net of taxes withheld (6,214) (17,824)
Repurchase of common stock (100,026) (381,040)
Payments for debt financing costs and fees (7,193) — 
Dividends paid to shareholders (44,204) (34,461)
Finance lease payments (2,814) (1,957)
Net cash used for financing activities (160,451) (435,282)
Effects of foreign exchange rate changes on cash and cash equivalents (1,446) 3,856 
Increase (decrease) in cash and cash equivalents 155,314  (36,729)
Cash and cash equivalents at beginning of period 351,385  388,114 
Cash and cash equivalents at end of period $ 506,699  $ 351,385 




10


(in thousands) September 30, 2025 September 30, 2024
Supplementary Cash Flow information
Interest paid $ 37,286  47,099 
Income taxes paid, net of refunds (5,666) 66,369 
Capital expenditures, not yet paid 1,685  12,848 
Operating cash flows from cash paid on operating lease liabilities 21,215  18,526 
Operating lease right-of-use assets obtained in exchange for lease liabilities 11,135  73,294 
Free Cash Flow:
Net cash provided by operating activities $ 402,762  $ 549,033 
Capital expenditures (107,108) (149,861)
Free Cash Flow: $ 295,654  $ 399,172 



11


ATKORE INC.
ADJUSTED EBITDA

The following table presents reconciliations of Adjusted EBITDA to net income for the periods presented:

Three Months Ended Fiscal Year Ended
(in thousands) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Net (loss) income $ (54,420) $ 73,119  $ (15,175) $ 472,872 
Income tax expense (11,350) 18,759  (3,415) 114,365 
Depreciation and amortization 36,929  32,611  124,533  121,018 
Interest expense, net 7,926  9,526  33,269  35,584 
Stock-based compensation 2,505  6,027  23,561  20,300 
Loss on extinguishment of debt 795  —  795  — 
Loss on sale of a business 142  —  6,243  — 
Asset impairment charges 86,654  —  214,386  — 
Other (a) 1,734  108  2,197  7,574 
Adjusted EBITDA $ 70,915  $ 140,150  $ 386,394  $ 771,713 
(a) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax positions and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans, losses on assets held for sale, transaction costs, certain legal matters, restructuring charges, and related forward currency derivatives.                    

The following table presents calculations of Adjusted EBITDA Margin for Atkore Inc. for the periods presented:

Three Months Ended Fiscal Year Ended
(in thousands) September 30, 2025 September 30, 2024 Change % Change September 30, 2025 September 30, 2024 Change % Change
Net sales $ 752,011  $ 788,296  $ (36,285) (4.6) % $ 2,850,378  $ 3,202,053  $ (351,675) (11.0) %
Adjusted EBITDA $ 70,915  $ 140,150  $ (69,235) (49.4) % $ 386,394  $ 771,713  $ (385,319) (49.9) %
Adjusted EBITDA Margin 9.4  % 17.8  % 13.6  % 24.1  %



















12


ATKORE INC.
SEGMENT INFORMATION

The following tables represent calculations of Adjusted EBITDA Margin by segment for the periods presented:

Three Months Ended
  September 30, 2025 September 30, 2024
(in thousands) Net sales Adjusted EBITDA Adjusted EBITDA Margin Net sales Adjusted EBITDA Adjusted EBITDA Margin
Electrical $ 518,880  $ 65,947  12.7  % $ 564,535  $ 145,662  25.8  %
Safety & Infrastructure 233,409  $ 26,817  11.5  % 224,507  $ 14,898  6.6  %
Eliminations (278) (746)
Consolidated operations $ 752,011  $ 788,296 


Fiscal Year Ended
  September 30, 2025 September 30, 2024
(in thousands) Net sales Adjusted EBITDA Adjusted EBITDA Margin Net sales Adjusted EBITDA Adjusted EBITDA Margin
Electrical $ 1,998,219  $ 330,512  16.5  % $ 2,354,978  $ 728,341  30.9  %
Safety & Infrastructure 853,369  $ 109,191  12.8  % 849,077  $ 89,982  10.6  %
Eliminations (1,210) (2,002)
Consolidated operations $ 2,850,378  $ 3,202,053 



























13


ATKORE INC.
ADJUSTED NET INCOME PER SHARE

The following table presents reconciliations of Adjusted net income to net income for the periods presented:
Three Months Ended Fiscal Year Ended
(in thousands, except per share data) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Net (loss) income $ (54,420) $ 73,119  $ (15,175) $ 472,872 
Stock-based compensation 2,505  6,027  23,561  20,300 
Intangible asset amortization 9,952  13,607  41,924  55,511 
Loss on sale of business 142  —  6,243  — 
Tax deductible asset impairments 78,391 —  206,123  — 
Loss on extinguishment of debt 795  —  795  — 
Other (a) 361  (1,610) (943) 4,197 
Pre-tax adjustments to net income 92,146  18,024  277,703  80,008 
Tax effect (23,037) (4,506) (69,426) (20,002)
Additional tax expense related to divestiture of a business 393  —  4,389  — 
Non-deductible goodwill impairment 8,263  —  8,263  — 
Adjusted net income $ 23,345  $ 86,637  $ 205,754  $ 532,878 
Weighted-Average Diluted Common Shares Outstanding 33,661  35,668  34,035  36,789 
Net (loss) income per diluted share (b) $ (1.62) $ 2.02  $ (0.45) $ 12.69 
Adjusted net income per diluted share (c) $ 0.69  $ 2.43  $ 6.05  $ 14.48 
(a) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax positions and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives.                    
(b) The Company calculates basic and diluted net income 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 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. Included within the calculation of net income per diluted share is 0 and 6,135 of undistributed earnings allocated to participating securities for fiscal years ended 2025 and 2024. See Note 9, “Earnings Per Share” in our Annual Report on Form 10-K.
(c) Adjusted net income per diluted share is calculated by taking adjusted net income and divided by the weighted-average diluted common shares outstanding.

















14


ATKORE INC.
NET DEBT

The following table presents reconciliations of Net Debt to Total Debt for the periods presented:

(in thousands) September 30, 2025 September 30, 2024 September 30, 2023
Short-term debt and current maturities of long-term debt $ 3,730  $ —  $ — 
Long-term debt 756,802  764,838  762,687 
Total Debt 760,532  764,838  762,687 
Less cash and cash equivalents 506,699  351,385  388,114 
Net Debt $ 253,833  $ 413,453  $ 374,573 
Adjusted EBITDA $ 386,394  $ 771,713  $ 1,042,127 


15
EX-99.2 3 q42025earningsdeck-vfx20.htm EX-99.2 q42025earningsdeck-vfx20
Fourth Quarter 2025 Earnings Presentation and Business Update November 20, 2025


 
2© Atkore This presentation is provided for general informational purposes only and it does not include every item which may be of interest, nor does it purport to present full and fair disclosure with respect to Atkore Inc. (the “Company” or “Atkore”) or its operational and financial information. Atkore expressly disclaims any current intention to update any forward-looking statements contained in this presentation as a result of new information or future events or developments or otherwise, except as required by federal securities laws. This presentation is not a prospectus and is not an offer to sell securities. This presentation contains forward-looking statements that are subject to known and unknown risks and uncertainties, many of which are beyond our control. All statements other than statements of historical fact included in this presentation are forward-looking statements. Forward-looking statements appearing throughout this presentation 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 any other litigation; and the impact of prevailing economic conditions. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” and other comparable terms. 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 presentation. 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 presentation, 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 U.S. Securities and Exchange Commission, including but not limited to the Company’s most recent Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Because of these risks, we caution that you should not place undue reliance on any of our forward-looking statements. New risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us. Further, any forward-looking statement speaks only as of the date on which it is made. We undertake no obligation to revise the forward-looking statements in this presentation after the date of this presentation. Market data and industry information used throughout this presentation are based on management’s knowledge of the industry and the good faith estimates of management. We also relied, to the extent available, upon management’s review of independent industry surveys, forecasts and publications and other publicly available information prepared by a number of third-party sources. All of the market data and industry information used in this presentation involves a number of assumptions and limitations which we believe to be reasonable, but you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, we cannot guarantee the accuracy or completeness of this information, and we have not independently verified this information. While we believe the estimated market position, market opportunity and market size information included in this presentation are generally reliable, such information, which is derived in part from management’s estimates and beliefs, is inherently uncertain and imprecise. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are subject to a high degree of uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties. This presentation should be read along with the historical financial statements of Atkore, including the most recent audited financial statements. Historical results may not be indicative of future results. We use non-GAAP financial measures to help us describe our operating and financial performance. These measures may include Adjusted EBITDA, Adjusted EBITDA margin (Adjusted EBITDA over Net sales), Net debt (total debt less cash and cash equivalents), Adjusted Net Income Per Diluted Share (also referred to as “Adjusted Diluted EPS”), Leverage ratio (net debt or total debt less cash and cash equivalents, over Adjusted EBITDA on trailing twelve month (“TTM”) basis), Free Cash Flow (net cash provided by operating activities less capital expenditures) and Return on Capital to help us describe our operating and financial performance. These non-GAAP financial measures are commonly used in our industry and have certain limitations and should not be construed as alternatives to net income, total debt, net cash provided by operating activities, return on assets, and other income data measures as determined in accordance with generally accepted accounting principles in the United States, or GAAP, or as better indicators of operating performance. These non-GAAP financial measures as defined by us may not be comparable to similarly-titled non-GAAP measures presented by other companies. Our presentation of such non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. See the appendix to this presentation for a reconciliation of the non-GAAP financial measures presented herein to the most comparable financial measures as determined in accordance with GAAP. Fiscal Periods - The Company has a fiscal year that ends on September 30th. It is the Company's practice to establish quarterly closings using a 4-5-4 calendar. The Company's fiscal quarters typically end on the last Friday in December, March and June. Cautionary Statements


 
3© Atkore Today’s Discussion 1. Strategic Alternatives Update 2. FY 2025 Results & FY 2026 Outlook 3. Market Perspective & Long-term Focus


 
4© Atkore Update on Strategic Actions • Divested Northwest Polymers in February 2025 • Exploring potential sale of High-density polyethylene (“HDPE”) business • Identified two other modest non-core assets for potential divestiture in late Q1 or early Q2 2026 Sharpening focus on electrical end markets through divestiture of non-core businesses • Announced plan to cease manufacturing operations at three sites in FY 26 • Initiated headcount reduction at conclusion of FY 25 Reducing costs and increasing efficiency across our portfolio Expanding scope of strategic alternatives review to include potential sale or merger of the whole company Expect Actions to Help Improve and Contribute to Year over Year Positive Growth in Adjusted EBITDA and Margin %’s in FY27 vs. FY26


 
5© Atkore FY 2025 Results & FY 2026 Outlook


 
6© Atkore Organic volume was up 1.4%; our plastic pipe, conduit and fittings products experienced double digit volume growth Results include ~$11M of non-routine inventory adjustments and other expenses Core markets in the UK were softer than anticipated due to macroeconomic challenges Q4 and FY 2025 Updates & Long-term Trends Q4 2025 FY 2025 Looking Ahead Organic volume was up 0.7% marking three consecutive years of organic volume growth; both our plastic pipe, conduit and fittings and metal framing, cable management and construction services grew low single digits Returned ~$144M to shareholders through share repurchases and dividend payments Refinanced existing asset-based lending agreement and senior secured term loan to provide financial flexibility for future investments Enhance focus on core electrical infrastructure portfolio Generate operating cash flow greater than 100% of net income to support long-term growth while driving operational excellence through the Atkore Business System Market Trends Dodge Construction Network projecting growth in construction spend related to data centers, healthcare, power utilities and educational end markets for FY 2026 Expect continued demand for renewable energy adoption, grid hardening, digital infrastructure and increasing demand for electricity due to the growth of AI infrastructure and data centers


 
7© Atkore Q4 and Full Year 2025 1. See non-GAAP reconciliation in appendix. 788 752 Q4 2024 Q4 2025 -5% 73 -54 Q4 2024 Q4 2025 -174% 140 71 Q4 2024 Q4 2025 -49% 2.43 0.69 Q4 2024 Q4 2025 -72% Net Sales $M Net Income/(Loss) $M Adjusted EBITDA1 $M Adjusted Diluted EPS1 $/share 3,202 2,850 FY 2024 FY 2025 -11% 473 -15 FY 2024 FY 2025 -103% 772 386 FY 2024 FY 2025 -50% 14.48 6.05 FY 2024 FY 2025 -58% 2.02 -1.62 Q4 2024 Q4 2025 -180% Diluted EPS/(Loss) Per Share $/share 12.69 -0.45 FY 2024 FY 2025 -104% Q4 2023Q4 2025 FY 2025 Includes impairment impact Includes impairment impact Includes impairment impact Includes impairment impact


 
8© Atkore Consolidated Atkore Bridges 1. See non-GAAP reconciliation in appendix. 2. “Other” may include items such as F/X, M&A, productivity, solar tax credits, investments, interest and tax rate. Adjusted EBITDA Bridge1Net Sales Bridge $752$11 $54 $3 $10 2024 Volume / Mix Price Divestiture Other2 2025 $788M $82 $2 $85 $1 $13 $11 2024 Volume / Mix Price vs. Cost Divestiture Other2 2025 Non-Routine Inventory & Expenses Adj. EBITDA Excluding Non-Routine Items $140M $71M $22 $382 $9 $17 2024 Volume / Mix Price Divestiture Other2 2025 $3,202M $2,850M $397 $10 $446 $3 $47 $11 2024 Volume / Mix Price vs. Cost Divestiture Other2 2025 Non-Routine Inventory & Expenses Adj. EBITDA Excluding Non-Routine Items $772M $386M Q4 2025 FY 2025


 
9© Atkore FY 2025 Net Sales by Key Product Area1 Key Product Area Trends & Review 25% 25% 20% 17% 13% $2.9B Metal Framing, Cable Management & Construction Services Plastic Pipe, Conduit & Fittings Metal Electrical Conduit & Fittings Electrical Cable & Flexible Conduit 1. Sales of “Other Electrical products” and “Other Safety & Infrastructure products” have been allocated and included in the presentation of the product area groupings listed for presentation purposes. Source: Management estimates. FY 2023 vs. FY 2022 + DD% - MSD% + HSD% - LSD% + DD% + 3.2% Mechanical Tube & Other Year-over-Year Volume/Mix % Change FY 2024 vs. FY 2023 + LSD% + MSD% + LSD% + MSD% + DD% + 3.5% FY 2025 vs. FY 2024 + LSD% + LSD% Flat Flat - MSD% + 0.7% Achieved organic volume growth for three consecutive years; expecting mid-single digit volume growth in FY 2026 Expecting + MSD% Volume/Mix % Growth in FY 2026 Compared to FY 2025


 
10© Atkore Segment Bridges 1. “Other” may include items such as F/X, M&A, productivity, solar tax credits, investments, interest and tax rate. $565 $7 $52 $3 $2 2024 Volume/Mix Price Divestiture Other1 2025 $519M Q4 Net Sales Bridge $4 $2 $7 2024 Volume/Mix Price Other1 2025 $224M $233M Q4 Net Sales Bridge Electrical Safety & Infrastructure ($’s in millions) Q4 2025 Q4 2024 Y/Y Change Net Sales $518.9 $564.5 (8.1%) Adjusted EBITDA $65.9 $145.7 (54.7%) Adjusted EBITDA Margin 12.7% 25.8% (1310 bps) ($’s in millions) Q4 2025 Q4 2024 Y/Y Change Net Sales $233.4 $224.5 4.0% Adjusted EBITDA $26.8 $14.9 80.0% Adjusted EBITDA Margin 11.5% 6.6% +490 bps Results include the ~$6M inventory adjustment


 
11© Atkore Initial FY 2026 Outlook Outlook Summary 1. Reconciliations of the forward-looking quarterly and full-year 2026 outlook for Adjusted EBITDA and Adjusted Diluted EPS is not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation. Accordingly, we are relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude these reconciliations. Outlook Items for Consolidated Atkore Q1 2026 Outlook FY 2026 Outlook FY 2026 Comments & Perspective Net Sales $645M – $655M $3.0B – $3.1B • First quarter anticipated to be lowest for Net Sales and Adjusted EBITDA • 2H 2026 Adjusted EBITDA expected to be higher than 1H 2026 • Starting in CY 2026 Atkore does not intend to issue a quarterly outlook but will continue refining its full year outlook on a quarterly basis Adjusted EBITDA1 $55M – $65M $340M – $360M Adjusted Diluted EPS1 $0.55 – $0.75 $5.05 – $5.55 Interest Expense ~$33M – $35M Tax Rate ~19% – 23% Capital Expenditures $80M – $100M Initial FY 2026 Outlook underpinned by anticipated mid-single digit percentage volume growth in FY 2026, driven by expected growth across all key product areas


 
12© Atkore Cash Flow from Operating Activities $M FY 2025 Cash Flow Bridge $M Strong Financial Profile Supports Future Growth Total Debt & Net Debt to Adjusted EBITDA2 Debt Maturity Profile $M 1.6 0.2 0.3 0.4 0.5 0.7 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 2.5 0.8 0.6 0.7 1.0 2.0 $325 $400 $373 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030 FY 2031 FY 2032 Undrawn Asset Based Loan Senior Secured Term Loan Senior Notes $249 $573 $787 $808 $549 $403 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 Cash flow from Operating Activities as % of Net Income $403 $20 $107 $100 $44 $16 FY 2024 YE Cash Balance Cash Flow From Operating Activities Divestiture & Asset Sales Capital Expenditures Stock Repurchases Dividend Payment Net Other Uses of Cash / F/X FY 2025 YE Cash Balance $351M $507M 1. For FY 2025 only, cash flow from Operating Activities is expressed as a % of Adjusted Net Income 2. See non-GAAP reconciliation in appendix. 195%1117%86%97%164% 116% Total Debt/Adjusted EBITDA Net Debt/Adjusted EBITDA


 
13© Atkore Market Perspective & Long-term Focus


 
14© Atkore Expansive End Market Use Supports Resilience En d M ar ke ts b y Es t. Si ze 1 $0B - $50B $50B – $100B $100B + Es t. FY 2 02 6 G ro w th H ig h U se D en si ty P ro du ct s • HDPE Conduit • Cable Tray • PVC Water • HDPE Pressure Piping • Steel Conduit • Metal Framing • Wire Basket & Cable Tray • PVC Conduit • Fiberglass Conduit • PVC Conduit • Steel Conduit • Armored Cable • Metal Framing • Cable Management • PVC Conduit • Steel Conduit • Armored Cable • Metal Framing • Cable Management • Armored Cable • Steel Conduit • Metal Framing • PVC Conduit • Steel Conduit • Fiberglass Conduit • Metal Framing • PVC Conduit • Steel Conduit • Armored Cable • Metal Framing • Cable Management • PVC Conduit • Steel Conduit • Armored Cable • Metal Framing • Cable Management Multi-Family: • PVC Conduit • Steel Conduit • Armored Cable • Metal Framing • Cable Management Single Family: • PVC Conduit 1. Put in place construction spending as reported by the U.S. Census Bureau as of July 2025 Source: US Department of Commerce; Dodge Construction Network; Baird and tED Magazine; Company analysis and estimates Atkore’s broad portfolio complimented by superior service and a national distribution network supports growth across diverse construction end markets; the diversity of end-market use enables resilience in fluctuating market conditions Data CenterMunicipal Water Office EducationHealthcare ManufacturingWarehouse ResidentialTelecom Power Utilities


 
15© Atkore Atkore’s Strategic Focus – Today and Tomorrow Atkore provides comprehensive solutions to deploy, isolate, and protect critical electrical infrastructure for the long-term Drive operational excellence with the Atkore Business System Meet secular demand for expected growth in core electrical end markets Maintain strong financial profile focusing on shareholder returns Prioritize portfolio of domestically manufactured electrical infrastructure products


 
16© Atkore Appendix Work in process • X


 
17© Atkore Q4 Income Statement Summary 1. See non-GAAP reconciliation in appendix. 2. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of Net sales. ($’s in millions) Q4 2025 Q4 2024 Y/Y Change Y/Y % Change Net Sales $752.0 $788.3 ($36.3) (4.6%) Operating Income ($56.8) $102.1 ($158.8) (155.6%) Net (Loss)/Income ($54.4) $73.1 ($127.5) (174.4%) Adjusted EBITDA1 $70.9 $140.2 ($69.2) (49.4%) Adjusted EBITDA Margin2 9.4% 17.8% (840 bps) - Tax Rate 17.3% 20.4% (310 bps) - Net (Loss)/Income per Share (Diluted) ($1.62) $2.02 ($3.64) (180.2%) Adjusted Diluted EPS1 $0.69 $2.43 ($1.74) (71.6%)


 
18© Atkore FY 2025 Income Statement Summary 1. See non-GAAP reconciliation in appendix. 2. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of Net sales. ($’s in millions) FY 2025 FY 2024 Y/Y Change Y/Y % Change Net Sales $2,850.4 $3,202.1 ($351.7) (11.0%) Operating Income $23.2 $624.8 ($601.6) (96.3%) Net (Loss)/Income ($15.2) $472.9 ($488.0) (103.2%) Adjusted EBITDA1 $386.4 $771.7 ($385.3) (49.9%) Adjusted EBITDA Margin2 13.6% 24.1% (1050 bps) - Tax Rate 18.4% 19.5% (110 bps) - Net (Loss)/Income per Share (Diluted) ($0.45) $12.69 ($13.14) (103.5%) Adjusted Diluted EPS1 $6.05 $14.48 ($8.43) (58.2%)


 
19© Atkore Segment Information Three Months Ended September 30, 2025 September 30, 2024 (in thousands) Net sales Adjusted EBITDA Adjusted EBITDA Margin Net sales Adjusted EBITDA Adjusted EBITDA Margin Electrical $ 518,880 $ 65,947 12.7 % $ 564,535 $ 145,662 25.8 % Safety & Infrastructure 233,409 26,817 11.5 % 224,507 14,898 6.6 % Eliminations (278) (746) Consolidated operations $ 752,011 $ 788,296


 
20© Atkore Segment Information Fiscal Year Ended September 30, 2025 September 30, 2024 (in thousands) Net sales Adjusted EBITDA Adjusted EBITDA Margin Net sales Adjusted EBITDA Adjusted EBITDA Margin Electrical $ 1,998,219 $ 330,512 16.5 % $ 2,354,978 $ 728,341 30.9 % Safety & Infrastructure 853,369 109,191 12.8 % 849,077 89,982 10.6 % Eliminations (1,210) (2,002) Consolidated operations $ 2,850,378 $ 3,202,053


 
21© Atkore tkore Adjusted Diluted EPS Reconciliation Consolidated Atkore Inc. Three Months Ended Fiscal Year Ended (in thousands, except per share data) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 Net income $ (54,420) $ 73,119 $ (15,175) $ 472,872 Stock-based compensation 2,505 6,027 23,561 20,300 Intangible asset amortization 9,952 13,607 41,924 55,511 Loss on sale of business 142 — 6,243 — Tax deductible asset impairments 78,391 — 206,123 — Loss on extinguishment of debt 795 — 795 — Other (a) 361 (1,610) (943) 4,197 Pre-tax adjustments to net income 92,146 18,024 277,703 80,008 Tax effect (23,037) (4,506) (69,426) (20,002) Additional tax expense related to divestiture of a business 393 — 4,389 — Non-deductible goodwill impairment 8,263 — 8,263 — Adjusted net income $ 23,345 $ 86,637 $ 205,754 $ 532,878 Weighted-average diluted common shares outstanding 33,661 35,668 34,035 36,789 Net (loss) income per diluted share $ (1.62) $ 2.02 $ (0.45) $ 12.69 Adjusted net income per diluted share $ 0.69 $ 2.43 $ 6.05 $ 14.48 (a) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax positions and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives.


 
22© Atkore tkore Net Income to Adjusted EBITDA Reconciliation Consolidated Atkore Inc. Three Months Ended Fiscal Year Ended (in thousands) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 Net (loss) income $ (54,420) $ 73,119 $ (15,175) $ 472,872 Income tax expense (11,350) 18,759 (3,415) 114,365 Depreciation and amortization 36,929 32,611 124,533 121,018 Interest expense, net 7,926 9,526 33,269 35,584 Stock-based compensation 2,505 6,027 23,561 20,300 Loss on extinguishment of debt 795 — 795 — Loss on sale of a business 142 — 6,243 — Asset Impairment Charges 86,654 — 214,386 — Other (a) 1,734 108 2,197 7,574 Adjusted EBITDA $ 70,915 $ 140,150 $ 386,394 $ 771,713 Other Non-Routine Items Burdened in EBITDA Items related to Advisory & Legal Services 5,442 5,442 Items related to Inventory Adjustments at Phoenix manufacturing site 5,821 5,821 Adjusted EBITDA Excluding Non-Routine Items $ 82,178 $ 397,657 (a) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax positions and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans, losses on assets held for sale, transaction costs, certain legal matters, restructuring charges, and related forward currency derivatives.


 
23© Atkore Net Income to Adjusted EBITDA Reconciliation Consolidated Atkore Inc. Fiscal Year Ended (in thousands) September 30, 2025 September 30, 2024 September 30, 2023 September 30, 2022 September 30, 2021 September 30, 2020 Net (loss) income $ (15,175) $ 472,872 $ 689,899 $ 913,434 $ 587,857 $ 152,302 Income tax expense (3,415) 114,365 160,391 290,186 192,144 49,696 Depreciation and amortization 124,533 121,018 115,524 84,415 78,557 74,470 Interest expense, net 33,269 35,584 35,232 30,676 32,899 40,062 Asset Impairment Charges 214,386 — — — — 3,284 Stock-based compensation 23,561 20,300 21,101 17,245 17,047 13,064 Loss on extinguishment of debt 795 — — — 4,202 273 Loss on sale of a business 6,243 — — — — — Loss on assets held for sale 257 733 7,477 — — — Transaction costs 291 140 968 3,424 667 196 Other (a) 1,649 6,701 11,535 2,410 (15,826) (6,712) Adjusted EBITDA $ 386,394 $ 771,713 $ 1,042,127 $ 1,341,790 $ 897,547 $ 326,635 (a) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax positions and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans, restructuring charges, and related forward currency derivatives.


 
24© Atkore Total Debt to Net Debt and Leverage Ratio Consolidated Atkore Inc. ($ in thousands) September 30, 2025 September 30, 2024 September 30, 2023 September 30, 2022 September 30, 2021 September 30, 2020 Short-term debt and current maturities of long-term debt $ 3,730 $ — $ — $ — $ — $ — Long-term debt 756,802 764,838 762,687 760,537 758,386 803,736 Total debt 760,532 764,838 762,687 760,537 758,386 803,736 Less cash and cash equivalents 506,699 351,385 388,114 388,751 576,289 $ 284,471 Net debt $ 253,833 $ 413,453 $ 374,573 $ 371,786 $ 182,097 $ 519,265 TTM Adjusted EBITDA (a) $ 386,394 $ 771,713 $ 1,042,127 $ 1,341,790 $ 897,547 $ 326,635 Total debt/TTM Adjusted EBITDA 2.0 x 1.0 x 0.7 x 0.6 x 0.8 x 2.5 x Net debt/TTM Adjusted EBITDA 0.7 x 0.5 x 0.4 x 0.3 x 0.2 x 1.6 x (a) Leverage ratio and TTM Adjusted EBITDA reconciliations for all periods above can be found either in the appendix, or in Exhibit 99.1 to Form 8-K filed on November 17, 2023, November 18, 2022, November 18, 2021, November 19, 2020, November 22, 2019.


 
25© Atkore Abbreviations listed in alphanumeric order Glossary of Terms Abbreviation Description 1H First Half 2H Second Half ABS Atkore Business System Adj. Adjusted AI Artificial Intelligence B Billion Capex Capital Expenditures CY Calendar Year DD% Double Digit Percentage EBITDA Earnings Before Interest, Taxes, Depreciation, & Amortization EPD Environmental Product Declaration EPS Earnings Per Share ESG Environmental, Social, and Governance Est. Estimated Excl. Excluding FX or F/X Foreign Exchange FY Fiscal Year HDPE High Density Polyethylene HSD% High Single Digit Percentage IPO Initial Public Offering Abbreviation Description IRA Inflation Reduction Act LDD% Low Double Digit Percentage LSD% Low Single Digit Percentage M Million M&A Mergers & Acquisitions MSD% Mid Single Digit Percentage PVC Polyvinyl Chloride Q1 First Fiscal Quarter Q2 Second Fiscal Quarter Q3 Third Fiscal Quarter Q4 Fourth Fiscal Quarter RSC Regional Service Center S&I Safety & Infrastructure TTM Trailing Twelve Months U.S. United States of America USD United States Dollar #X Number of Times YE Year End YTD Year to Date


 
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