VALMONT INDUSTRIES INC 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Purchases of Equity Securities by the Issuer and Affiliated Purchasers ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number of ​ Approximate Dollar ​ ​ ​ ​ ​ ​ ​ Shares Purchased ​ Value of Shares That ​ ​ Total Number ​ Average ​ as Part of Publicly ​ May Yet Be Purchased ​ ​ of Shares ​ Price Paid ​ Announced Plans ​ Under the Plans Periods Purchased per Share or Programs or Programs (1) December 31, 2023 to January 27, 2024 — ​ $ — — ​ $ 136,108,000 January 28, 2024 to March 2, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ November 2023 Accelerated Share Repurchase (2) ​ 96,224 ​ ​ — ​ 96,224 ​ ​ 136,108,000 March 3, 2024 to March 30, 2024 — ​ — — ​ 136,108,000 Total 96,224 ​ $ — 96,224 ​ $ 136,108,000 (1) On May 13, 2014, we announced a new capital allocation philosophy that covered both the quarterly dividend rate as well as a share repurchase program. The Board of Directors at that time authorized the purchase of up to $500.0 million of the Company’s outstanding common stock from time to time over twelve months at prevailing market prices, through open market or privately negotiated transactions. On February 24, 2015, and again on October 31, 2018, the Board of Directors authorized an additional purchase of up to $250.0 million of the Company’s outstanding common stock with no stated expiration date. On February 27, 2023, the Board of Directors increased the amount remaining under the program by an additional $400.0 million, with no stated expiration date, bringing the total authorization to $1,400.0 million. As of March 30, 2024, we have acquired 7,991,948 shares for approximately $1,263.9 million under this share repurchase program. (2) In November 2023, we entered into an accelerated purchase agreement to repurchase $120.0 million of our outstanding common stock (“November 2023 ASR”) with CitiBank, N.A. as counterparty. The November 2023 ASR was entered into under our previously announced share repurchase program described above. The Company pre-paid $120.0 million in the fourth quarter of fiscal 2023 and received an initial delivery of 438,917 shares of common stock. The agreement was settled with the delivery of an additional 96,224 shares of common stock in the first quarter of fiscal 2024. The total number of shares ultimately delivered under the November 2023 ASR, and therefore the average purchase price paid per share of $224.24, was determined based on the volume-weighted average market price of our common stock during the term of the agreement, less a discount. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ​ 31 Table of Contents