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, Ill.–(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

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 increased by $8.1 million, or 10.0%, to $89.3 million from $81.2 million for the three months ended June 27, 2025. Adjusted EBITDA margin decreased to 15.4% for the three months ended June 26, 2026 compared to 15.6% for the three months ended June 27, 2025. The increase in Adjusted EBITDA was primarily driven by increased sales volume while Adjusted EBITDA margin decreased largely due to increases in input costs outpacing increases in average selling prices.

Safety & Infrastructure

Net sales increased by $2.9 million, or 1.3%, for the three months ended June 26, 2026 to $216.8 million compared to $214.0 million for the three months ended June 27, 2025. The increase is primarily attributed to an increase in average selling prices of $8.7 million, increased sales volume of $2.9 million, and lower solar credit rebates of $2.7 million, partially offset by the impact of recent divestitures of $11.5 million.

Adjusted EBITDA decreased by $2.6 million, or 8.4%, to $28.1 million for the three months ended June 26, 2026 compared to $30.7 million for the three months ended June 27, 2025. Adjusted EBITDA margin decreased to 13.0% for the three months ended June 26, 2026 compared to 14.4% for the three months ended June 27, 2025. The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to higher input costs outpacing increases in average selling prices.

Liquidity & Capital Resources

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.

Financial Outlook

In light of the pending transaction with Prysmian, Atkore does not intend to update or reaffirm its previously issued financial outlook.

Conference Call Information

In light of Atkore’s agreement to be acquired by Prysmian, the conference call to discuss the Company’s financial results for its fiscal 2026 third quarter ended June 26, 2026, which was previously scheduled for 8:00 a.m. Eastern Time on Tuesday, August 4, 2026, has been canceled. The Company will host a conference call on Friday, August 7, 2026 at 8:00 a.m. Eastern Time, to discuss its financial results, as required under the terms of the indenture governing its Senior Notes due 2031. 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 August 21, 2026. The replay can be accessed by dialing (800) 770-2030 for domestic callers, 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 https://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 https://investors.atkore.com.

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.

Dissemination of Company Information

Atkore intends to make future announcements regarding company developments and financial performance through its website, www.atkore.com, as well as through press releases, filings with the Securities and Exchange Commission (the “SEC”), conference calls, media broadcasts, and webcasts.

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 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; 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; 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; 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; the completion of the proposed transaction between Atkore and Prysmian S.p.A. (the “proposed transaction”) may not occur on the anticipated terms and timing or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction; the risk that Atkore’s stockholders may not approve the proposed transaction; the risk that the necessary regulatory approvals for the proposed transaction may not be obtained or may be obtained subject to conditions that are not anticipated; risks that any of the closing conditions to the proposed transaction may not be satisfied in a timely manner; risks related to litigation brought in connection with the proposed transaction; risks related to disruption of management time from ongoing business operations due to the proposed transaction; effects of the announcement, pendency or completion of the proposed transaction on Atkore’s ability to retain customers, attract and retain key personnel or high-quality employees and maintain relationships with suppliers, agents, distributors, vendors and other business partners, and on Atkore’s operating results and business generally; and negative effects of the announcement or the consummation of the proposed transaction on the market price of Atkore’s common stock; and other risks and 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.

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, restructuring costs, accelerated depreciation, transaction costs, 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 (used in) operating activities, less capital expenditures. We believe that Free Cash Flow provides meaningful information regarding the Company’s liquidity.

Contacts

Media Contact:
Lisa Winter

Vice President – Communications

708-225-2453

[email protected]

Investor Contact:
Matthew Kline

Vice President – Treasury & Investor Relations

708-225-2116

[email protected]

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