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Atkore Considers Sale or Merger, Announces 4Q Results

HARVEY, Ill. — Atkore Inc. (“Atkore” or the “Company”) today announced that its Board of Directors (the “Board”) has expanded the scope of its previously announced review of strategic alternatives to include assets outside of its core electrical infrastructure portfolio. As part of this expanded review, the Board and management team will consider a broader range of alternatives to maximize shareholder value, including, among other things, a potential sale or merger of the whole company.

Bill Waltz, Atkore President and CEO said, “The Atkore Board remains steadfast in its commitment to maximize shareholder value, and has authorized Citi and J.P. Morgan Securities LLC to assist us in expanding the scope of our strategic review process.”

“As the Board conducts its expanded strategic review process, management will continue to take actions to strengthen the business, including focusing on our core electrical infrastructure business and improving our cost structure to drive profitable growth,” said Atkore’s Chairman of the Board of Directors.

There can be no assurance that the strategic alternatives review will result in the Company pursuing a transaction or any specific outcome. There is no deadline or definitive timetable set for completion of the strategic alternatives review. Atkore does not intend to make any further public comment on the process unless and until it determines that further disclosure is appropriate or necessary.

Bill Waltz continued, “Due to the Board’s decision to expand our strategic alternatives process, I have decided to stay on as CEO through at least the conclusion of the strategic review.”

Board of Directors Update

Atkore also announced today it will appoint Franklin Edmonds to its Board of Directors as part of a cooperation agreement with Irenic Capital Management LP (together with its affiliates, “Irenic”). With the addition of Mr. Edmonds, Atkore will expand its Board to ten directors, nine of whom will be independent. Additionally, the Board will form a Strategic Review Committee to oversee, evaluate and provide advice to the full Board regarding its review of strategic alternatives, including a potential sale or merger of the entire Company. Once formed, Bruce Taten will be appointed to serve as a Special Advisor to the Strategic Review Committee.

“We are pleased to welcome Frank to our Board,” said Michael Schrock, Chair of the Atkore Board of Directors. “Frank brings valuable industry perspective, coupled with extensive experience analyzing and investing in public and private enterprises, which will complement the current skillsets on the Board. We also look forward to benefiting from Bruce’s expertise on the Strategic Review Committee. We believe that Frank and Bruce will provide important insights as we conduct our thorough review to determine the best path forward for the Company and shareholders.”

Pursuant to the cooperation agreement, Irenic has agreed to customary standstill and voting commitments, and other provisions. The cooperation agreement will be filed on a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”).

“We appreciate the Board’s collaborative approach, and we believe the Company is taking the right steps to achieve our shared goal of value creation,” said Adam Katz, Co-founder and Chief Investment Officer of Irenic. “Irenic invested in Atkore because we believe the Company is well positioned to successfully unlock significant value, and we believe the Board and the executive leadership team are committed to taking actions that advance the interests of all shareholders.”

Fourth Quarter 2025 Results

Atkore today also 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 Waltz. “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.”

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.

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.

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.”