Atkore Inc.

0001666138 false 0001666138 2026-08-03 2026-08-03 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): August 3, 2026 (August 2, 2026) 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) 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: 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 1.01. Entry into a Material Definitive Agreement. Merger Agreement On August 2, 2026, Atkore Inc., a Delaware corporation (“Atkore” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Prysmian S.p.A., a company organized under the laws of the Republic of Italy (“Buyer”), Trinity Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub”), and, solely as provided in certain sections of the Merger Agreement, Prysmian Cables and Systems USA, LLC, a Delaware limited liability company (“Guarantor”), providing for the acquisition by Buyer of all of the outstanding shares of common stock, par value $0.01 per share, of the Company (the “Company Stock”), by means of a merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Buyer (the “Surviving Corporation”). Transaction Structure In the Merger, each share of Company Stock outstanding as of the effective time of the Merger (the “Effective Time”) (subject to certain customary exceptions specified in the Merger Agreement) will be converted into the right to receive $95.00 in cash, without interest (the “Merger Consideration”). Treatment of Equity Awards Each option to purchase shares of Company Stock (a “Company Option”) that is outstanding immediately prior to the Effective Time, whether or not vested, will be canceled and converted into the right to receive a cash payment from the Surviving Corporation equal to (A) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option multiplied by (B) the total number of shares of Company Stock underlying such Company Option. Any Company Option with an exercise price per share that is equal to or greater than the Merger Consideration will be canceled for no consideration. Each award of restricted stock units corresponding to shares of Company Stock (a “Company RSU”) that is outstanding immediately prior to the Effective Time, whether or not vested, will be canceled and converted into the right to receive a cash payment from the Surviving Corporation equal to the product of (A) the Merger Consideration and (B) the total number of shares of Company Stock underlying such Company RSU. Each award of performance restricted stock units corresponding to shares of Company Stock (a “Company PSU”) that is outstanding immediately prior to the Effective Time, whether or not vested, will be canceled and converted into the right to receive a cash payment from the Surviving Corporation equal to the product of (A) the Merger Consideration and (B) the total number of shares of Company Stock underlying such Company PSU. The number of shares of Company Stock underlying a Company PSU will be determined in accordance with the applicable terms of such Company PSU. Each award of deferred stock units corresponding to shares of Company Stock (a “Company DSU”) that is outstanding immediately prior to the Effective Time, whether or not vested, will be canceled and converted into the right to receive a cash payment from the Surviving Corporation equal to the product of (A) the Merger Consideration and (B) the total number of shares of Company Stock underlying such Company DSU. Conditions to the Merger The Company’s board of directors has unanimously approved the Merger Agreement, including the Merger and the other transactions contemplated thereby, and has resolved to recommend that the Company’s stockholders approve the Merger and adopt the Merger Agreement. The consummation of the Merger is subject to the satisfaction or waiver of certain customary conditions, including, among others: (i) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding Company Stock entitled to vote on such matter (the “Company Stockholder Approval”) at a meeting of the Company’s stockholders duly called and held for such purpose (the “Company Stockholder Meeting”), (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the expiration of any applicable waiting period of, or receipt of clearance or approval of, certain other governmental entities, including in Austria, Australia and Canada, and (iii) the absence of any law or order, issued by a governmental entity that is in effect and prevents, prohibits or makes illegal the consummation of the Merger. The Company’s and Buyer’s respective obligations to consummate the Merger are also subject to certain additional customary conditions, including, among others, (i) the accuracy of the representations and warranties of the other party (subject to customary accuracy standards), (ii) performance by the other party of its covenants in all material respects and (iii) with respect to Buyer’s obligation to consummate the Merger, the absence of any material adverse effect since the date of the Merger Agreement. The Merger does not require the approval of Buyer’s stockholders and is not subject to any financing contingency. Non-Solicit The Company has agreed, among other things, (i) not to solicit, initiate, induce, propose, or knowingly encourage or knowingly facilitate alternative acquisition proposals from third parties and (ii) subject to certain exceptions, not to (x) engage, participate or continue in any discussions or negotiations with any third parties, or disclose any nonpublic information, regarding alternative acquisition proposals, (y) approve or recommend, or publicly propose to approve or recommend, alternative acquisition proposals or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or similar agreement relating to an alternative acquisition proposal or (z) take any action to exempt any third party or transaction from anti-takeover restrictions. Before the Company’s stockholders approve the Merger: (i) if the Company receives a bona fid