{"filing":{"accession_number":"0001666138-26-000041","cik":"0001666138","ticker":"ATKR","company_name":"Atkore Inc.","form":"8-K","filing_date":"2026-10-19","report_date":"2026-10-19","primary_document":"atkr-20261019.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1666138/000166613826000041/atkr-20261019.htm"},"events":[{"id":35979,"run_id":33168,"accession_number":"0001666138-26-000041","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Atkore Inc. completed a merger transaction in which shareholders received $95.00 per share in cash consideration, with aggregate merger consideration of approximately $3.3 billion. The company became a wholly owned subsidiary of the Buyer, resulting in a change of control, delisting from the NYSE, and complete replacement of the board and executive officers.","company_name":"Atkore Inc.","ticker":"ATKR","filing_date":"2026-10-19","form":"8-K","submitted_at":null,"items":[{"id":40229,"accession_number":"0001666138-26-000041","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses termination of material credit facilities and redemption of $400 million in Senior Notes \"in connection with the consummation of the Merger on the Closing Date.\" While Item 1.02 formally addresses agreement terminations, the substance is a merger completion event—the triggering transaction that necessitated debt payoff and facility termination. The reference to \"Introductory Note\" (which typically describes the merger itself) and the phrase \"consummation of the Merger\" indicate this is part of a broader M\u0026A disclosure. The material event is the merger closing, not merely the debt actions.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T12:37:50.491410+00:00","company_name":"","ticker":null,"filing_date":""},{"id":40230,"accession_number":"0001666138-26-000041","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a merger transaction in which Atkore shareholders received $95.00 per share in cash consideration. The filing describes the effective time of the merger, conversion of all equity awards (options, RSUs, PSUs, DSUs) into cash payments, and references the Merger Agreement filed on August 3, 2026. This is a material acquisition/change of control event that fundamentally alters the registrant's ownership structure and is terminal to the public company status.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T12:37:50.491410+00:00","company_name":"","ticker":null,"filing_date":""},{"id":40231,"accession_number":"0001666138-26-000041","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Atkore Inc. notified the NYSE of the consummation of a merger and requested delisting of its common stock (ticker ATKR) from the NYSE. The company requested the NYSE halt trading, withdraw the listing, and file a Form 25 to effect delisting and deregistration under Section 12(b) of the Exchange Act. The company also intends to file a Form 15 to terminate registration and suspend reporting obligations. This is a material delisting event triggered by the completion of a merger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T12:37:50.491410+00:00","company_name":"","ticker":null,"filing_date":""},{"id":40232,"accession_number":"0001666138-26-000041","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses that as a result of the consummation of a Merger, stockholders' rights were eliminated and replaced with a right to receive Merger Consideration. This is a material acquisition/change of control event. Although Item 3.03 addresses modification of security holder rights, the underlying event is the completion of a merger (referenced in Item 2.01), which is the core M\u0026A activity. The language \"consummation of the Merger\" and \"Effective Time\" indicates the transaction has closed, making this a completed material acquisition.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T12:37:50.491410+00:00","company_name":"","ticker":null,"filing_date":""},{"id":40233,"accession_number":"0001666138-26-000041","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the consummation of a merger resulting in a change of control of Atkore Inc., with the company becoming a wholly owned subsidiary of the Buyer. The aggregate merger consideration is approximately $3.3 billion, funded by equity and debt financing. This is a completed material acquisition/change of control event, the core subject of Item 5.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T12:37:50.491410+00:00","company_name":"","ticker":null,"filing_date":""},{"id":40234,"accession_number":"0001666138-26-000041","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"This Item 5.02 discloses the complete replacement of the board and executive officers following consummation of a merger (the \"Effective Time\"). The filing incorporates by reference Item 2.01 (Completion of Acquisition or Disposition of Assets) and Item 5.01 (Changes in Control of Registrant), indicating a change of control transaction. While Item 5.02 formally covers director and officer changes, the substance here is the merger itself and its immediate governance consequences—ten directors and six officers departed, replaced by three new directors and four new officers appointed by the sole stockholder. This is material M\u0026A activity, not routine executive turnover.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T12:37:50.491410+00:00","company_name":"","ticker":null,"filing_date":""},{"id":40235,"accession_number":"0001666138-26-000041","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The Item 5.03 disclosure incorporates by reference Item 2.01 (Completion of Acquisition or Disposal of Assets) and describes amendments to the certificate of incorporation and bylaws that became effective \"as of the Effective Time\" pursuant to a \"Merger Agreement.\" The language \"Surviving Corporation\" and the complete restatement of governing documents are hallmarks of a merger closing. While Item 5.03 technically covers bylaw amendments, the substance here is the completion of a material merger transaction, making ma_activity the primary event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T12:37:50.491410+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":40229,"accession_number":"0001666138-26-000041","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses termination of material credit facilities and redemption of $400 million in Senior Notes \"in connection with the consummation of the Merger on the Closing Date.\" While Item 1.02 formally addresses agreement terminations, the substance is a merger completion event—the triggering transaction that necessitated debt payoff and facility termination. The reference to \"Introductory Note\" (which typically describes the merger itself) and the phrase \"consummation of the Merger\" indicate this is part of a broader M\u0026A disclosure. The material event is the merger closing, not merely the debt actions.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T12:37:50.491410+00:00","company_name":"Atkore Inc.","ticker":"ATKR","filing_date":"2026-10-19"},{"id":40230,"accession_number":"0001666138-26-000041","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a merger transaction in which Atkore shareholders received $95.00 per share in cash consideration. The filing describes the effective time of the merger, conversion of all equity awards (options, RSUs, PSUs, DSUs) into cash payments, and references the Merger Agreement filed on August 3, 2026. This is a material acquisition/change of control event that fundamentally alters the registrant's ownership structure and is terminal to the public company status.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T12:37:50.491410+00:00","company_name":"Atkore Inc.","ticker":"ATKR","filing_date":"2026-10-19"},{"id":40231,"accession_number":"0001666138-26-000041","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Atkore Inc. notified the NYSE of the consummation of a merger and requested delisting of its common stock (ticker ATKR) from the NYSE. The company requested the NYSE halt trading, withdraw the listing, and file a Form 25 to effect delisting and deregistration under Section 12(b) of the Exchange Act. The company also intends to file a Form 15 to terminate registration and suspend reporting obligations. This is a material delisting event triggered by the completion of a merger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T12:37:50.491410+00:00","company_name":"Atkore Inc.","ticker":"ATKR","filing_date":"2026-10-19"},{"id":40232,"accession_number":"0001666138-26-000041","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses that as a result of the consummation of a Merger, stockholders' rights were eliminated and replaced with a right to receive Merger Consideration. This is a material acquisition/change of control event. Although Item 3.03 addresses modification of security holder rights, the underlying event is the completion of a merger (referenced in Item 2.01), which is the core M\u0026A activity. The language \"consummation of the Merger\" and \"Effective Time\" indicates the transaction has closed, making this a completed material acquisition.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T12:37:50.491410+00:00","company_name":"Atkore Inc.","ticker":"ATKR","filing_date":"2026-10-19"},{"id":40233,"accession_number":"0001666138-26-000041","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the consummation of a merger resulting in a change of control of Atkore Inc., with the company becoming a wholly owned subsidiary of the Buyer. The aggregate merger consideration is approximately $3.3 billion, funded by equity and debt financing. This is a completed material acquisition/change of control event, the core subject of Item 5.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T12:37:50.491410+00:00","company_name":"Atkore Inc.","ticker":"ATKR","filing_date":"2026-10-19"},{"id":40234,"accession_number":"0001666138-26-000041","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"This Item 5.02 discloses the complete replacement of the board and executive officers following consummation of a merger (the \"Effective Time\"). The filing incorporates by reference Item 2.01 (Completion of Acquisition or Disposition of Assets) and Item 5.01 (Changes in Control of Registrant), indicating a change of control transaction. While Item 5.02 formally covers director and officer changes, the substance here is the merger itself and its immediate governance consequences—ten directors and six officers departed, replaced by three new directors and four new officers appointed by the sole stockholder. This is material M\u0026A activity, not routine executive turnover.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T12:37:50.491410+00:00","company_name":"Atkore Inc.","ticker":"ATKR","filing_date":"2026-10-19"},{"id":40235,"accession_number":"0001666138-26-000041","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The Item 5.03 disclosure incorporates by reference Item 2.01 (Completion of Acquisition or Disposal of Assets) and describes amendments to the certificate of incorporation and bylaws that became effective \"as of the Effective Time\" pursuant to a \"Merger Agreement.\" The language \"Surviving Corporation\" and the complete restatement of governing documents are hallmarks of a merger closing. While Item 5.03 technically covers bylaw amendments, the substance here is the completion of a material merger transaction, making ma_activity the primary event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T12:37:50.491410+00:00","company_name":"Atkore Inc.","ticker":"ATKR","filing_date":"2026-10-19"}]}