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COMMITMENTS AND CONTINGENCIES
9 Months Ended
Jun. 26, 2026
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES
16. COMMITMENTS AND CONTINGENCIES

The Company has obligations related to commitments to purchase certain goods. As of June 26, 2026, such obligations were $146,457 for the rest of fiscal year 2026 and $16,000 for fiscal year 2027 and beyond. These amounts represent open purchase orders for materials used in production.

In connection with the HDPE divestiture, the Company committed to provide cash funding to Infra Pipes of $28,000. As of June 16, 2026, 13,000 of this commitment remained outstanding. The outstanding amount was paid in the fourth quarter of fiscal year 2026. See Note 3, “Divestitures” and Note 19, “Subsequent Events” for additional details.

Insurable Liabilities — The Company maintains policies with various insurance companies for its workers’ compensation, product, property, general, auto, and executive liability risks. The insurance policies that the Company maintains have various retention levels and excess coverage limits. The establishment and update of liabilities for unpaid claims, including claims incurred but not reported, is based on management's estimate as a result of the assessment by the Company's claim administrator of each claim and an independent actuarial valuation of the nature and severity of total claims. The Company utilizes a third-party claims administrator to pay claims, track and evaluate actual claims experience, and ensure consistency in the data used in the actuarial valuation.

Legal Contingencies — From time to time, the Company is subject to a number of disputes, administrative proceedings and other claims arising out of the ordinary conduct of the Company’s business. These matters generally relate to disputes arising out of the use or installation of the Company’s products, product liability litigation, contract disputes, patent infringement accusations, employment matters, personal injury claims and similar matters, but other claims can and have been raised.

Except as reflected below, any recorded liabilities, including any changes to such liabilities for the nine months ended June 26, 2026 and June 27, 2025, respectively, were not material to the condensed consolidated financial statements.

Claims, suits, investigations and proceedings are inherently uncertain, and it is not possible to predict the ultimate outcome of these matters. It is the Company’s experience that damage amounts claimed in litigation against it are unreliable and unrelated to possible outcomes, and as such are not meaningful indicators of the Company’s potential liability. Except to the extent reflected below, the Company believes the likelihood of material loss is remote and/or is unable to reasonably estimate any loss due to a number of factors, including considerations of the procedural status of the matter in question, and/or the ongoing discovery and development of information important to the matters.

Whether any losses, damages or remedies finally determined in any claim, suit, investigation or proceeding could reasonably have a material effect on the company’s business, financial condition, results of operations or cash flows will depend on a number of variables, including: the timing and amount of such losses or damages; the structure and type of any such remedies; the significance of the
impact of any such losses, damages or remedies; and the unique facts and circumstances of the particular matter that may give rise to additional factors. While the Company will continue to defend itself vigorously, it is possible that the Company’s business, financial condition, results of operations or cash flows could be affected in any particular period by the resolution of one or more of these matters.

The following is a summary of the more significant legal matters involving the Company.

Historically, a number of lawsuits have been filed against the Company and the Company has also received other claim demand letters alleging that the Company's anti-microbial coated steel sprinkler pipe, which the Company has not manufactured or sold for several years, is incompatible with chlorinated polyvinyl chloride and caused stress cracking in such pipe manufactured by third parties when installed together in the same sprinkler system, which the Company refers to collectively as the “Special Products Claims.” Tyco International Ltd., now Johnson Controls, Inc. (“JCI”), has a contractual obligation to indemnify the Company in respect of all remaining and future claims of incompatibility between the Company's antimicrobial coated steel sprinkler pipe and CPVC pipe used in the same sprinkler system. When Special Products Claims arise, JCI has defended and indemnified the Company as required.

As of the date of this filing, no Special Product Claims are currently pending against the Company as JCI has resolved all claims at their sole cost and expense.

In the fourth quarter of fiscal 2024, the Company was named a defendant in several putative class action lawsuits, consolidated under the caption In re: PVC Pipe Antitrust Litigation (N.D. Ill. 24-cv-07639), seeking injunctive and monetary relief on behalf of both direct and indirect purchasers of PVC water pipe and PVC conduit. The suits generally alleged anticompetitive conduct related to the price of PVC pipes sold in the United States between approximately 2021 and the present. Specifically, the complaints alleged that the defendant PVC pipe manufacturers improperly shared otherwise confidential information through their contribution of information to, and readership of, a weekly report called “PVC & Pipe Weekly” published by defendant Oil Price Information Service, LLC (“OPIS”), as well as through direct communications with each other. The complaints claimed that this conspiracy violated Section 1 of the Sherman Antitrust Act of 1890, as amended, and certain state laws. Amended complaints were filed in federal court for the Northern District of Illinois in August 2025 that included additional allegations against the defendants, including the Company. Defendants filed motions to dismiss the amended complaints. On April 28, 2026, the Company entered into proposed settlement agreements with two of the three putative classes of plaintiffs in In re: PVC Pipe Antitrust Litigation: the Direct Purchaser Plaintiffs (“DPPs”) and Non-Converter Seller Purchaser Plaintiffs (“NCSPs”). On June 3, 2026, the Company entered into a proposed settlement agreement with the third putative class of plaintiffs, the End User Plaintiffs (“EUPs”). Specifically, the Company agreed to pay (i) the putative class of DPPs $72.5 million, (ii) the putative class of NCSPs $64 million and (iii) the putative class of EUPs $50 million, and for each settling putative class, to provide certain negotiated cooperation. The settlement agreements contain various other rights and obligations. The Company has not admitted liability in connection with any of these proposed settlements. The three putative classes each filed an unopposed motion for preliminary approval of each class’s respective settlement agreement. On June 8, 2026, the Court granted the unopposed motion to approve the settlement agreement with the DPPs. As of June 26, 2026, the Court has preliminarily approved the settlement agreements with the NCSPs and with the EUPs. The Company intends to vigorously defend itself against the claims asserted by the putative DPP, NCSP and EUP classes if the proposed settlements are not approved by the Court or are terminated according to their terms.

The settlement amounts for the putative class of DPPs and the putative class of NCSPs were reflected as a non-operating expense and a current liability in the quarter ended March 27, 2026. These amounts were paid during the quarter ended June 26, 2026. The settlement amount for the putative class of EUPs is reflected as a non-operating expense and a current liability in the quarter ended June 26, 2026. An adverse outcome in this antitrust litigation could have a material adverse impact on the Company’s business, financial position, results of operations or cash flows. The $50 million settlement amount for the EUPs was paid subsequent to June 26, 2026.
In September 2025, the Company was also named a defendant in a lawsuit in British Columbia, Canada with allegations similar to those in the US antitrust lawsuits. At this time, the Company is not able to predict any outcome or estimate the amount of loss, if any, which could be associated with any adverse decision in this matter.

On February 13, 2025, the Company received from the U.S. Department of Justice Antitrust Division (“DOJ”) a grand jury subpoena issued by the U.S. District Court for the Northern District of California. The subpoena calls for production of documents relating to the pricing of the Company’s PVC pipe and conduit products. The Company is complying, and intends to continue to comply, with its obligations under the subpoena. In October 2025, the DOJ intervened in In re: PVC Pipe Antitrust Litigation and sought an order from the court staying most discovery in these matters for six months. DOJ’s motion to stay discovery was granted without objection. The DOJ subsequently moved to extend the stay through July 1, 2026, which extension was granted by the Court. The DOJ has since moved to extend certain aspects of the discovery stay through December 31, 2026, which is opposed in part by certain non-settling Defendants and remains pending before the Court. The DOJ investigation continues.

In the second quarter of fiscal 2025, the Company and certain of its current and former officers were named as defendants in two putative securities class action lawsuits under the captions Westchester Putnam Counties Heavy & Highway Laborers Local 60 Benefits Fund v. Atkore Inc. et al (N.D. Ill 1:25-cv-01851) and Coles v. Atkore Inc. et al (N.D. Ill 1:25-cv-02686). The complaints assert claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10(b)(5) promulgated thereunder, based on disclosures about the Company’s business, operations, and prospects, which were allegedly false or misleading based on the allegations in the antitrust matters described above. The complaints seek damages in an unspecified amount on behalf of all shareholders who purchased shares during the class period. Those cases were consolidated, an amended complaint was filed in August 2025, and a further amended complaint was filed in December 2025. The defendants moved to dismiss the complaint, and briefing on that motion was completed in June 2026. The Company believes there are defenses, both factual and legal, to the allegations in these proceedings, and the Company plans to vigorously defend the cases.
Also, in the second quarter of fiscal 2025, a putative shareholder derivative lawsuit was filed naming the Company as the nominal defendant under the caption Blatzer v. Waltz et al. (N.D. Ill 1:25-cv-02833). The Company’s directors and certain of its current and former officers are named as defendants. Two additional shareholder derivative lawsuits were filed under the captions LR Trust v. Waltz et al. (N.D. III 1:25-cv-08009) and Svensson v. Waltz el al. (N.D. Ill. 1:26-cv-06753). These complaints assert claims for breach of fiduciary duties, aiding and abetting breach of fiduciary duties, unjust enrichment, waste, and violations of federal securities laws, and in LR Trust, an insider trading claim, based primarily on the same alleged conduct underlying the securities class action lawsuits described above, and seek damages in an unspecified amount and other relief. Those lawsuits were consolidated and have been stayed.
At this time, the Company is not able to predict any outcome or estimate the amount of loss, if any, which could be associated with any adverse decision on the securities or derivative litigation above. An adverse outcome in the securities or derivative litigation above could have a material adverse impact on the Company’s business, financial position, results of operations or cash flows.