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Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 2, 2025 (November 20, 2025)

(Exact name of registrant as specified in its charter)

N/A
(Former name )

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:

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.  ☐

On November 20, 2025, Atkore Inc. (the “Company”) entered into a cooperation agreement (the “Cooperation Agreement”) with Irenic Capital Management LP and certain of its affiliates. The description of the Cooperation Agreement set forth in the Company’s Current Report on Form 8-K filed on November 20, 2025 under Item 1.01 (the “Prior Form 8-K”) is incorporated herein by reference.

Pursuant to the Cooperation Agreement, on November 28, 2025, Franklin S. Edmonds, Jr. was appointed to the Company’s Board of Directors (the “Board”) effective immediately. Mr. Edmonds has also been appointed to the newly established Strategic Review Committee of the Board. Mr. Edmonds will receive compensation consistent with that received by the Company’s other non-employee directors, as described in the Company’s proxy statement on Schedule 14A for the 2025 annual meeting of stockholders, filed with the U.S. Securities and Exchange Commission on December 13, 2024.

There are no arrangements or understandings with any persons pursuant to which Mr. Edmonds was appointed as a director other than with respect to the matters referenced in the Prior 8-K. Mr. Edmonds does not have a direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K.

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: December 2, 2025