Atkore Inc. filed a Current Report on Form 8-K on September 15, 2026, disclosing that the Hart-Scott-Rodino Antitrust Improvements Act waiting period for its proposed merger with Prysmian S.p.A. expired effective 11:59 p.m. Eastern Time on September 14, 2026.

Key Highlights

  • HSR waiting period expired: The applicable waiting period under the HSR Act expired effective 11:59 p.m. Eastern Time on September 14, 2026.
  • Merger Agreement date: Atkore Inc. entered into the Agreement and Plan of Merger with Prysmian S.p.A. on August 2, 2026.
  • HSR filings submitted: The parties filed the required HSR Act notifications on August 14, 2026.
  • Structure of the transaction: Trinity Merger Sub, Inc., a wholly owned subsidiary of Prysmian S.p.A., will merge with and into Atkore, with Atkore surviving as a wholly owned subsidiary of Prysmian S.p.A.
  • Stockholder vote required: Completion of the merger remains subject to adoption of the Merger Agreement by the affirmative vote of holders of a majority of outstanding shares of common stock entitled to vote.
  • Proxy Statement mailed: Atkore's definitive proxy statement was first mailed to stockholders on or around September 9, 2026.

Atkore Clears HSR Antitrust Review as Prysmian Merger Moves Forward

According to the filing, Atkore Inc. (NYSE:ATKR) reported under Item 8.01 that a key regulatory condition for its pending merger with Prysmian S.p.A. has been satisfied. The HSR Act waiting period, which was initiated when the parties filed required notifications on August 14, 2026, expired at 11:59 p.m. Eastern Time on September 14, 2026. The filing states this condition had been among the customary closing requirements for the transaction.

The merger, as described in the filing, involves Trinity Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Prysmian S.p.A., merging with and into Atkore, with Atkore continuing as the surviving entity and becoming a wholly owned subsidiary of Prysmian S.p.A., a company organized under the laws of the Republic of Italy. Prysmian Cables and Systems USA, LLC, a Delaware limited liability company, is also a party to the Merger Agreement solely as provided in certain sections of that agreement, according to the filing.

The filing notes that the completion of the merger remains subject to additional customary closing conditions. These include, according to the filing, the adoption of the Merger Agreement by the affirmative vote of holders of a majority of the outstanding shares of Atkore common stock entitled to vote at a duly called stockholder meeting, as well as the receipt of other regulatory approvals. The filing also contains forward-looking statements, which it identifies as subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and cautions that actual results might differ materially from those described.

What Was Disclosed

Atkore disclosed that the HSR Act waiting period for its proposed acquisition by Prysmian S.p.A. expired on September 14, 2026, removing one regulatory condition while noting that stockholder approval and other regulatory approvals remain outstanding.