Atkore Inc.

Other than as set forth below, there have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K.

We are reviewing strategic alternatives and there can be no assurance that we will be successful in identifying or completing any strategic transaction, or that any such strategic transaction will result in additional value for our stockholders.

On November 20, 2025, we announced that our Board of Directors has initiated a review of strategic alternatives to maximize shareholder value, including, among other things, a potential sale or merger of the whole Company. There is no deadline or definitive timetable set for completion of the strategic alternatives review process. There can be no assurance that this process will result in us pursuing a transaction or other outcome or that we will be able to execute any strategic alternative that is identified and pursued. The process of reviewing strategic alternatives may be time consuming and disruptive to our business operations and, if we are unable to effectively manage the process, our business, financial condition and results of operations could be adversely affected. We have incurred and expect to continue to incur, substantial expenses associated with identifying, evaluating and negotiating potential strategic alternatives. There can be no assurance that any potential transaction or other strategic alternative if consummated, will provide greater value to our stockholders than that reflected in the current price of our common stock. We do not intend to make any further announcements regarding the review of strategic alternatives unless and until our Board of Directors determines further disclosure is appropriate or necessary. Accordingly, speculation regarding any developments related to the review of strategic alternatives and perceived uncertainties related to our future could cause our stock price to fluctuate significantly.

Issuer Purchases of Equity Securities

On May 2, 2024, the Company’s Board of Directors approved a new share repurchase program (the “2024 Plan”). The 2024 Plan authorizes the Company to repurchase up to $500.0 million of its outstanding stock. The 2024 Plan will be funded from the Company’s available cash balances. As of December 26, 2025, there was $328.1 million of purchases remaining under the 2024 Plan. The 2024 Plan does not obligate the Company to acquire any particular amount of common stock, and it may be terminated at any time at the Company’s discretion.

As illustrated in the following table, there were no share purchases of our common stock under the 2024 Plan during the first quarter of fiscal 2026 (in thousands, except per share data):

Not applicable.

Not applicable.