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Item 1. Financial Statements

2025-10-28 compared with 2025-07-31 · 211 added, 139 removed, 605 unchanged (37% of the section changed)

2 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Dollars in thousands, except per-share amounts)

Thirteen weeks ended

Twenty-six weeks ended

Thirty-nine weeks ended

September 27,

September 28,

September 27,

September 28,

Product sales

15 unchanged sentences

Total income tax expense

Earnings (loss) before equity in loss of nonconsolidated subsidiaries

Earnings before equity in loss of nonconsolidated subsidiaries

Equity in loss of nonconsolidated subsidiaries

Net earnings (loss)

Earnings attributable to redeemable noncontrolling interests

Net earnings (loss) attributable to Valmont Industries, Inc.

Loss (earnings) attributable to redeemable noncontrolling interests

Net earnings attributable to Valmont Industries, Inc.

See accompanying Notes to Condensed Consolidated Financial Statements.

4 unchanged sentences

Thirteen weeks ended

Twenty-six weeks ended

Net earnings (loss)

Thirty-nine weeks ended

September 27,

September 28,

September 27,

September 28,

Other comprehensive income (loss), net of tax:

4 unchanged sentences

Realized loss (gain) on commodity hedges included in net earnings

Unrealized gain (loss) on cross currency swaps

Unrealized loss (gain) on cross currency swaps

Amortization cost included in interest expense

3 unchanged sentences

Comprehensive income

Comprehensive income attributable to redeemable noncontrolling interests

Comprehensive loss (income) attributable to redeemable noncontrolling interests

Comprehensive income attributable to Valmont Industries, Inc.

4 unchanged sentences

(Dollars in thousands, except par value)

September 27,

Current assets:

44 unchanged sentences

(Dollars in thousands)

Twenty-six weeks ended

Thirty-nine weeks ended

September 27,

September 28,

Cash flows from operating activities:

20 unchanged sentences

Proceeds from sales of assets

Proceeds from property damage insurance claims

Net cash flows from investing activities

48 unchanged sentences

( 1,176,783 )

Other comprehensive loss, net of tax

Cash dividends declared ($ 0.68 per share)

Purchases of redeemable noncontrolling interests

Repurchases of common stock;

69,005 shares acquired

Stock option and incentive plans

Balance as of September 27, 2025

( 1,196,882 )

comprehensive

19 unchanged sentences

( 1,054,658 )

Net earnings (loss)

Other comprehensive income, net of tax

Cash dividends declared ($ 0.60 per share)

Repurchases of common stock;

140,562 shares acquired

Stock option and incentive plans

Balance as of September 28, 2024

See accompanying Notes to Condensed Consolidated Financial Statements.

15 unchanged sentences

Finished and manufactured goods inventories include the costs of acquired raw materials and the related factory labor and overhead charges required to convert raw materials into finished and manufactured goods.

As of June 28, 2025 and December 28, 2024, inventories consisted of the following:

As of September 27, 2025 and December 28, 2024, inventories consisted of the following:

September 27,

Raw materials and purchased parts

3 unchanged sentences

Geographical Markets

Earnings (loss) before income taxes and equity in loss of nonconsolidated subsidiaries for the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024 were as follows:

Earnings (loss) before income taxes and equity in loss of nonconsolidated subsidiaries for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024 were as follows:

Thirteen weeks ended

Twenty-six weeks ended

Thirty-nine weeks ended

September 27,

September 28,

September 27,

September 28,

United States

9 unchanged sentences

An actuarial analysis is performed to measure the expense and liability associated with the pension cost.

The components of the net periodic pension cost for the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024 were as follows:

The components of the net periodic pension cost for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024 were as follows:

Thirteen weeks ended

Twenty-six weeks ended

Thirty-nine weeks ended

September 27,

September 28,

September 27,

September 28,

Interest cost

5 unchanged sentences

Under these plans, the Human Resources Committee of the Board of Directors is authorized to grant various types of awards, including incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock units, and common stock bonuses.

As of June 28, 2025, 1,446,696 shares of common stock remained available for issuance under the plans.

As of September 27, 2025, 1,456,132 shares of common stock remained available for issuance under the plans.

Stock options granted under the plans have an exercise price equal to the closing market price on the date of the grant.

1 unchanged sentence

The expiration of grants ranges from seven to ten years from the date of the award.

Restricted stock units and awards typically vest in equal installments over three or four years , beginning on the first anniversary of the grant.

For the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024, the Company recorded stock-based compensation expenses (included in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Operations) and associated tax benefits as follows:

Restricted stock units and awards typically vest in equal installments over three years, beginning on the first anniversary of the grant.

For the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024, the Company recorded stock-based compensation expenses (included in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Earnings) and associated tax benefits as follows:

Thirteen weeks ended

Twenty-six weeks ended

Thirty-nine weeks ended

September 27,

September 28,

September 27,

September 28,

Stock-based compensation

27 unchanged sentences

Fair Value Measurement Using:

June 28, 2025

September 27, 2025

Deferred compensation investments

13 unchanged sentences

The Company’s operating lease right-of-use assets are included in “Other non-current assets” and the corresponding lease obligations are included in “Other accrued expenses” and “Operating lease liabilities” in the Condensed Consolidated Balance Sheets.

Comprehensive Income

Comprehensive income consists of net earnings, foreign currency translation adjustments, certain derivative-related activities, and changes in prior service costs and net actuarial losses related to the pension plan.

The results of operations for

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

Comprehensive Income

Comprehensive income consists of net earnings (loss), foreign currency translation adjustments, certain derivative-related activities, and changes in prior service costs and net actuarial losses related to the pension plan.

The results of operations for foreign subsidiaries are translated using average exchange rates for the reporting period, while assets and liabilities are translated at the exchange rates in effect on the balance sheet dates.

As of June 28, 2025 and December 28, 2024, the accumulated other comprehensive income (loss) (“AOCI”) consisted of the following:

foreign subsidiaries are translated using average exchange rates for the reporting period, while assets and liabilities are translated at the exchange rates in effect on the balance sheet dates.

As of September 27, 2025 and December 28, 2024, the accumulated other comprehensive income (loss) (“AOCI”) consisted of the following:

September 27,

Foreign currency translation adjustments

20 unchanged sentences

Contract assets are recognized as revenue is earned over time and are reduced when the customer is invoiced.

As of June 28, 2025 and December 28, 2024, the Company’s contract assets totaled $ 194,559 and $ 187,257 , respectively, and were recorded as “Contract assets” in the Condensed Consolidated Balance Sheets.

As of September 27, 2025 and December 28, 2024, the Company’s contract assets totaled $ 229,372 and $ 187,257 , respectively, and were recorded as “Contract assets” in the Condensed Consolidated Balance Sheets.

Certain customers are invoiced through advance or progress billings.

When the progress toward performance obligations is less than the amount billed to the customer, the excess is recorded as a contract liability.

As of June 28, 2025, total contract liabilities were $ 132,741 , with $ 132,412 recorded as “Contract liabilities” and $ 329 as “Other non-current liabilities” in the Condensed Consolidated Balance Sheets.

As of September 27, 2025, total contract liabilities were $ 81,445 , with $ 81,116 recorded as “Contract liabilities” and $ 329 as “Other non-current liabilities” in the Condensed Consolidated Balance Sheets.

As of December 28, 2024, total contract liabilities were $ 130,696 , with $ 126,932 recorded as “Contract liabilities” and $ 3,764 as “Other non-current liabilities” in the Condensed Consolidated Balance Sheets.

Additional details are as follows:

● During the thirteen and twenty-six weeks ended June 28, 2025, the Company recognized $ 32,560 and $ 56,943 in revenue, respectively, from amounts included in contract liabilities as of December 28, 2024.

● During the thirteen and thirty-nine weeks ended September 27, 2025, the Company recognized $ 44,525 and $ 101,468 in revenue, respectively, from amounts included in contract liabilities as of December 28, 2024.

This revenue reflects advance payments applied to performance obligations completed during the respective periods.

● During the thirteen and thirty-nine weeks ended September 28, 2024, the Company recognized $ 5,269 and $ 46,778 in revenue, respectively, from amounts included in contract liabilities as of December 30, 2023.

This revenue reflects advance payments applied to performance obligations completed during the respective periods.

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

● During the thirteen and twenty-six weeks ended June 29, 2024, the Company recognized $ 7,230 and $ 41,509 in revenue, respectively, from amounts included in contract liabilities as of December 30, 2023.

This revenue reflects advance payments applied to performance obligations completed during the respective periods.

● As of June 28, 2025, the Company had $ 329 in remaining performance obligations on contracts with an original expected duration of one year or more.

● As of September 27, 2025, the Company had $ 329 in remaining performance obligations on contracts with an original expected duration of one year or more.

These obligations are expected to be fulfilled within the next 12 to 24 months .

23 unchanged sentences

These suppliers negotiate directly with the financial institution regarding their outstanding receivables, while the Company’s rights and obligations to suppliers remain unaffected.

The Company has no economic interest in a supplier’s

The Company has no economic interest in a supplier’s decision to participate in the program.

Once a supplier opts into the program, they select which individual invoices from the Company to sell to the financial institution.

The Company is obligated to pay the negotiated invoice amount to the financial institution on the due date, regardless of whether the supplier has sold the individual invoice.

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

decision to participate in the program.

Once a supplier opts into the program, they select which individual invoices from the Company to sell to the financial institution.

The Company is obligated to pay the negotiated invoice amount to the financial institution on the due date, regardless of whether the supplier has sold the individual invoice.

For any invoices not sold under the supplier finance program, the financial institution pays the supplier on the invoice’s due date.

1 unchanged sentence

Payments related to these obligations are included in “Cash flows from operating activities” in the Condensed Consolidated Statements of Cash Flows.

As of June 28, 2025 and December 28, 2024, outstanding payment obligations under the Company’s supplier finance program (included in “Accounts payable” in the Condensed Consolidated Balance Sheets) were as follows:

As of September 27, 2025 and December 28, 2024, outstanding payment obligations under the Company’s supplier finance program (included in “Accounts payable” in the Condensed Consolidated Balance Sheets) were as follows:

September 27,

Confirmed obligations outstanding—beginning of period

6 unchanged sentences

A noncontrolling interest holder can require the Company to purchase their remaining ownership, referred to as a put right.

Likewise, the Company can require a noncontrolling interest holder to sell the Company their remaining ownership, known as a call option.

Likewise, the Company can require a noncontrolling interest holder to sell to the Company their remaining ownership, known as a call option.

The redemption amount and effective date of these rights vary according to the applicable operating agreements, with some redeemable at fair value and some redeemable at amounts other than fair value.

As a result of these redemption features, the Company records the noncontrolling interests as redeemable and classifies the balances in temporary equity in the Condensed Consolidated Balance Sheets, initially at their acquisition-date fair values.

The Company adjusts the redeemable noncontrolling interests each reporting period for the net earnings (loss) attributable to the noncontrolling interests and any applicable redemption value adjustments.

The Company adjusts the redeemable noncontrolling interests each reporting period for the net earnings attributable to the noncontrolling interests and any applicable redemption value adjustments.

Redemption value adjustments are offset against retained earnings.

Earnings (loss) used in the computation of earnings (loss) per share for the reported period are impacted by redemption value adjustments for noncontrolling interests redeemable at amounts other than fair value.

During the thirteen weeks ended June 28, 2025, the Company recorded a $ 26,243 change in the redemption value of redeemable noncontrolling interest related to the Company’s joint venture agriculture solar business, which was reflected in “Shareholders’ equity” and “Redeemable noncontrolling interests.” This represents a change in redemption value that is treated as an adjustment to net earnings (loss) for purposes of calculating earnings (loss) per share.

The Company determined that the current-period change in redemption value included the correction of a prior-year error in the determination of the redemption value of redeemable noncontrolling interest totaling $ 21,792 .

This correction increased diluted loss per share by $ 1.10 for the thirteen weeks ended June 28, 2025 and decreased diluted earnings per share by $ 1.09 for the twenty-six weeks ended June 28, 2025.

The Company concluded that the correction was not material to the current period or to any previously issued financial statements.

As of June 28, 2025 and December 28, 2024, the redeemable noncontrolling interests were $ 84,062 and $ 51,519 , respectively.

Earnings used in the computation of earnings per share for the reported period are impacted by redemption value adjustments for noncontrolling interests redeemable at amounts other than fair value.

During the thirteen weeks ended June 28, 2025, the Company recorded a $ 26,243 change in the redemption value of redeemable noncontrolling interest related to the Company’s joint venture agriculture solar business, which was reflected in “Shareholders’ equity” and “Redeemable noncontrolling interests.” This represented a change in redemption value that was treated as an adjustment to net earnings for purposes of calculating earnings per share.

The Company determined that the change in redemption value included the correction of a prior-year error in the determination of the redemption value of redeemable noncontrolling interest totaling $ 21,792 .

This correction increased diluted loss per share by $ 1.10 for the thirteen weeks ended June 28, 2025 and decreased diluted earnings per share by $ 1.09 for the thirty-nine weeks ended September 27, 2025.

The Company concluded that the correction was not material to the period or to any previously issued financial statements.

As of September 27, 2025 and December 28, 2024, the redeemable noncontrolling interests were $ 71,468 and $ 51,519 , respectively.

The final amounts paid for these interests may vary significantly, as the redemption amounts are contingent on the future operational results of the respective businesses.

1 unchanged sentence

Repurchased shares are recorded as “Treasury stock” and result in a reduction of “Shareholders’ equity” in the Condensed Consolidated Balance Sheets.

When treasury shares are reissued, the Company applies the last-in, first-out

When treasury shares are reissued, the Company applies the last-in, first-out method.

Any difference between the repurchase cost and the reissuance price is charged or credited to “Additional paid-in capital” (or “Retained earnings” in the absence of “Additional paid-in capital”).

The Company’s capital allocation philosophy includes a share repurchase program.

In May 2014, the Company authorized the repurchase of up to $ 500,000 of the Company’s outstanding common stock over a twelve-month period, at

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

The Company’s capital allocation philosophy includes a share repurchase program.

In May 2014, the Company authorized the repurchase of up to $ 500,000 of the Company’s outstanding common stock over a twelve-month period, at prevailing market prices, either through open market or privately negotiated transactions.

prevailing market prices, either through open market or privately negotiated transactions.

The Board subsequently expanded this authorization in February 2015 and October 2018, each time adding $ 250,000 with no expiration date.

1 unchanged sentence

In February 2025, the Board increased the amount authorized under the program by an additional $ 700,000 , with no stated expiration date, bringing the total authorization to $ 2,100,000 .

As of June 28, 2025, the Company had repurchased 8,593,676 shares for approximately $ 1,433,968 under this program.

Subsequent to the second quarter of fiscal 2025, on July 4, 2025, federal tax legislation, commonly referred to as the One Big Beautiful Bill Act, which includes a broad range of tax reform provisions, was signed into law in the United States.

The Company is continuing to assess its impact.

While the legislation is not expected to have a material impact on the Company’s income statement, the timing of deductions related to depreciation and research and experimentation, among other changes included in the legislation, is currently under evaluation.

As of September 27, 2025, the Company had repurchased 8,662,681 shares for $ 1,459,800 under this program.

In the third quarter of fiscal 2025, on July 4, 2025, federal tax legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States.

The legislation includes a broad range of tax reform provisions.

The Company recognized the impacts of the 2025 provisions, including those related to the timing of deductions for depreciation and research and experimentation costs, in its third quarter 2025 financial statements.

Certain provisions of OBBBA will become effective in 2026 and subsequent years.

While the legislation is not expected to have a material impact on the Company’s consolidated results of operations, the Company continues to evaluate the potential effects of OBBBA on future periods.

Long-Term Debt

Subsequent to the second quarter of fiscal 2025, the Company renewed the revolving credit facility, extending the maturity date to July 2030.

In the third quarter of fiscal 2025, the Company renewed the revolving credit facility, extending the maturity date to July 2030.

As a part of the renewal, the facility maintained $ 800,000 of committed capacity and the same pricing, but the uncommitted accordion feature available under the facility increased from $ 300,000 to $ 400,000 ;

the 10 -basis-point SOFR adjustment was eliminated from the interest rate calculation;

the 10 -basis-point secured overnight financing rate adjustment was eliminated from the interest rate calculation;

and the commitment fee on the average daily unused portion was reduced and now ranges from 9 to 20 basis points, based on the Company’s credit rating.

12 unchanged sentences

The Company does not expect any impact on its results of operations, as the changes primarily relate to enhanced disclosures.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

This update amends certain aspects of the accounting for and disclosure of software costs.

The guidance will be adopted prospectively for the Form 10-K for the fiscal year ending December 25, 2027, with early adoption permitted.

The Company is currently evaluating the impact of this standard on the Consolidated Financial Statements and related disclosures.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

(2) ACQUISITIONS

Acquisitions of Redeemable Noncontrolling Interests

In the third quarter of fiscal 2025, following the exercise of put options by the minority shareholders, the Company acquired an additional approximately 30 % ownership interest of Valmont Irrigation Argentina B.V.

for $ 14,624 .

In the first quarter of fiscal 2024, the Company acquired an additional approximately 9 % ownership interest of ConcealFab, Inc.

for $ 7,227 and the remaining ownership interest of Valmont Substations, LLC for $ 10,518 .

Subsequent to the second quarter of fiscal 2025, the Company acquired an additional approximately 30 % ownership interest of Valmont Irrigation Argentina B.V.

for $ 14,624 .

These transactions involved acquiring additional shares of consolidated subsidiaries without resulting in changes in control.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

(3) DIVESTITURES

11 unchanged sentences

During the second quarter of fiscal 2025, the Company completed a targeted organizational realignment to better align operations and commercial teams, reduce layers of management, and enhance the speed and agility of decision-making across the business.

These actions resulted in pre-tax cash charges of $ 9,794 , of which $ 910 was included in “Product cost of sales” in the Condensed Consolidated Statements of Operations.

These actions resulted in pre-tax cash charges of $ 9,794 , of which $ 910 was included in “Product cost of sales” in the Condensed Consolidated Statements of Earnings.

During the second quarter of fiscal 2025, the Company recorded the following pre-tax expenses related to realignment activities:

5 unchanged sentences

Balance as of

September 27,

Severance and other employee benefit costs

4 unchanged sentences

(5) GOODWILL AND OTHER INTANGIBLE ASSETS

As of June 28, 2025 and December 28, 2024, the carrying amounts of goodwill by segment were as follows:

As of September 27, 2025 and December 28, 2024, the carrying amounts of goodwill by segment were as follows:

Infrastructure

3 unchanged sentences

Foreign currency translation

Balance as of June 28, 2025

Balance as of September 27, 2025

Infrastructure

Gross balance as of June 28, 2025

Gross balance as of September 27, 2025

Accumulated impairment losses

Balance as of June 28, 2025

Balance as of September 27, 2025

In the third quarter of fiscal 2025, the Company performed its annual goodwill impairment assessment utilizing a quantitative test on all of its reporting units using a measurement date of August 30, 2025.

The fair values of the reporting units were estimated using a discounted cash flow analysis, which required the Company to estimate the future cash flows as well as select a risk-adjusted discount rate to measure the present value of the anticipated cash flows.

The estimated fair value of all reporting units exceeded their respective carrying value and no impairments were recorded.

In the second quarter of fiscal 2025, the Company identified triggering events that required interim goodwill impairment testing for certain reporting units within the Infrastructure segment.

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The carrying amount exceeded its estimated fair value, resulting in a goodwill impairment charge of $ 23,000 within the Infrastructure segment.

The fair values of both reporting units were estimated using a discounted cash flow analysis, which required the Company to estimate the future cash flows as well as select a risk-adjusted discount rate to measure the present value of the anticipated cash flows.

Other Intangible Assets

As of June 28, 2025 and December 28, 2024, the components of other intangible assets were as follows:

June 28, 2025

As of September 27, 2025 and December 28, 2024, the components of other intangible assets were as follows:

September 27, 2025

December 28, 2024

4 unchanged sentences

The weighted-average life of amortizing intangible assets is approximately four years .

Amortization expenses were $ 2,982 and $ 5,840 for the thirteen and twenty-six weeks ended June 28, 2025, respectively, and $ 3,356 and $ 7,071 for the

Amortization expenses were $ 2,788 and $ 8,628 for the thirteen and thirty-nine weeks ended September 27, 2025, respectively, and $ 3,112 and $ 10,183 for

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

thirteen and twenty-six weeks ended June 29, 2024, respectively.

Amortization expense is expected to average $ 9,144 annually over the next five fiscal years , based on amortizing intangible assets reported as of June 28, 2025.

the thirteen and thirty-nine weeks ended September 28, 2024, respectively.

Amortization expense is expected to average $ 9,133 annually over the next five fiscal years , based on amortizing intangible assets reported as of September 27, 2025.

The Company’s indefinite-lived trade names were tested for impairment as of August 30, 2025.

The values of each trade name were determined using the relief-from-royalty method.

Based on this evaluation, no trade names were determined to be impaired.

In the second quarter of fiscal 2025, the Company performed an impairment test on indefinite-lived trade names associated with the Solar and Access Systems reporting units.

2 unchanged sentences

Additionally, in the second quarter of fiscal 2025, an impairment charge of $ 1,395 was recognized within the Agriculture segment for a customer relationship intangible asset that was determined not to be recoverable.

(6) EARNINGS (LOSS) PER SHARE

The table below provides a reconciliation between the net earnings (loss) attributable to Valmont Industries, Inc.

and the weighted average share amounts used to compute both basic and diluted earnings (loss) per share:

(6) EARNINGS PER SHARE

The table below provides a reconciliation between the net earnings attributable to Valmont Industries, Inc.

and the weighted average share amounts used to compute both basic and diluted earnings per share:

Thirteen weeks ended

Twenty-six weeks ended

Net earnings (loss) attributable to Valmont Industries, Inc.

Thirty-nine weeks ended

September 27,

September 28,

September 27,

September 28,

Net earnings attributable to Valmont Industries, Inc.

Change in redemption value of redeemable noncontrolling interests

Net earnings (loss) attributable to Valmont Industries, Inc.

Net earnings attributable to Valmont Industries, Inc.

including change in redemption value of redeemable noncontrolling interests

1 unchanged sentence

Dilutive effect of various stock awards

Net earnings (loss) attributable to Valmont Industries, Inc.

Net earnings attributable to Valmont Industries, Inc.

Dilutive effect of various stock awards

In the second quarter of fiscal 2025, the Company reported a net loss.

In periods in which the Company recognizes a net loss, the Company excludes the impact of outstanding stock awards from the diluted loss per share calculation, as its inclusion would have an anti-dilutive effect.

As of June 28, 2025 and June 29, 2024, there were 39,543 and 56,261 outstanding stock options, respectively, with exercise prices that exceeded the average market price of common stock during the respective periods.

As such, these options were anti-dilutive and were excluded from the computation of diluted earnings (loss) per share.

As of September 27, 2025 and September 28, 2024, there were no outstanding stock options and 22,600 outstanding stock options, respectively, with exercise prices that exceeded the average market price of common stock during the respective periods.

As such, these options were anti-dilutive and were excluded from the computation of diluted earnings per share.

(7) DERIVATIVE FINANCIAL INSTRUMENTS

1 unchanged sentence

To address these risks, the Company may use derivative financial instruments.

Depending on their classification, some derivatives are marked to market and recorded in the Company’s Condensed Consolidated Statements of Operations, while others are accounted for as fair value, cash flow, or net investment hedges.

Depending on their classification, some derivatives are marked to market and recorded in the Company’s Condensed Consolidated Statements of Earnings, while others are accounted for as fair value, cash flow, or net investment hedges.

VALMONT INDUSTRIES, INC.

4 unchanged sentences

Gains or losses from net investment hedge activities remain in AOCI until the related subsidiaries are sold or substantially liquidated.

The fair value of derivative instruments as of June 28, 2025 and December 28, 2024 was as follows:

The fair value of derivative instruments as of September 27, 2025 and December 28, 2024 was as follows:

Condensed Consolidated

September 27,

Derivatives designated as hedging instruments:

8 unchanged sentences

Other accrued expenses

Gains (losses) on derivatives recognized in the Condensed Consolidated Statements of Operations for the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024 were as follows:

Gains (losses) on derivatives recognized in the Condensed Consolidated Statements of Earnings for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024 were as follows:

Condensed Consolidated

Thirteen weeks ended

Twenty-six weeks ended

Thirty-nine weeks ended

Derivatives designated

Statements of

Derivatives designated as hedging instruments:

Operations location

September 27,

September 28,

September 27,

September 28,

as hedging instruments:

Earnings location

Commodity contracts

6 unchanged sentences

The Company enters into commodity forward, swap, and option contracts to hedge variability in cash flows related to future purchases.

Gains (losses) realized upon settlement are recorded in “Product cost of sales” in the Condensed Consolidated Statements of Operations in the period in which the hedged items are consumed.

As of June 28, 2025, the details of these contracts were as follows:

Gains (losses) realized upon settlement are recorded in “Product cost of sales” in the Condensed Consolidated Statements of Earnings in the period in which the hedged items are consumed.

As of September 27, 2025, the details of these contracts were as follows:

Commodity Type

3 unchanged sentences

13,250 short tons

June 2025 to December 2025

September 2025 to December 2025

205,000 MMBtu

July 2025 to March 2026

October 2025 to December 2026

Ultra-low-sulfur diesel fuel

4,788,000 gallons

June 2025 to June 2027

September 2025 to June 2027

2,880 metric tons

1 unchanged sentence

Net Investment Hedges

To manage foreign currency risk associated with its euro investments and reduce interest expenses, the Company uses fixed-for-fixed cross-currency swaps (“CCS”).

To manage foreign currency risk associated with its foreign currency investments and reduce interest expenses, the Company uses fixed-for-fixed cross-currency swaps (“CCS”).

These swaps convert U.S.

dollar-denominated principal and interest payments on a portion of its 5.00 % senior unsecured notes due in 2044 into euro‑denominated payments.

dollar-denominated principal and interest payments on a portion of its 5.00 % senior unsecured notes due in 2044 into foreign-currency‑denominated payments.

Interest payments are exchanged biannually on April 1 and October 1.

3 unchanged sentences

(Dollars in thousands, except per-share amounts)

The Company designated the full notional amounts of its CCS as net investment hedges for certain European subsidiaries under the spot method.

The Company designated the full notional amounts of its CCS as net investment hedges for certain subsidiaries under the spot method.

Changes in fair value of the CCS attributable to spot exchange rates are recorded as cumulative foreign currency translation within AOCI, while net interest receipts reduce interest expense over the life of the CCS.

Key terms as of June 28, 2025 were as follows:

Key terms as of September 27, 2025 were as follows:

Termination Date

Interest Rate

Canadian dollar

October 1, 2028

October 1, 2032

April 1, 2029

12 unchanged sentences

In the fourth quarter of fiscal 2024, the Company realigned management’s reporting structure for certain composite structure sales and, accordingly, revised its presentation of sales across product lines to reflect how the product is currently managed.

The reporting for the thirteen and twenty-six weeks ended June 29, 2024 was adjusted to conform to the realigned presentation.

As a result, Utility product line sales increased and Lighting and Transportation product line sales decreased by $ 9,308 and $ 20,195 for the thirteen and twenty-six weeks ended June 29, 2024, respectively.

The reporting for the thirteen and thirty-nine weeks ended September 28, 2024 was adjusted to conform to the realigned presentation.

As a result, Utility product line sales increased and Lighting and Transportation product line sales decreased by $ 6,684 and $ 26,879 for the thirteen and thirty-nine weeks ended September 28, 2024, respectively.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Summary by Business Segment

Thirteen weeks ended June 28, 2025

Thirteen weeks ended September 27, 2025

Infrastructure

2 unchanged sentences

Selling, general, and administrative expenses (a)

Impairment of long-lived assets

Realignment charges

Segment operating income

Unallocated corporate expenses

Corporate realignment charges

Total operating income

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Twenty-six weeks ended June 28, 2025

Thirteen weeks ended September 28, 2024

Infrastructure

2 unchanged sentences

Selling, general, and administrative expenses (a)

Impairment of long-lived assets

Realignment charges

Segment operating income

Unallocated corporate expenses

Corporate realignment charges

Total operating income

Thirteen weeks ended June 29, 2024

Thirty-nine weeks ended September 27, 2025

Infrastructure

2 unchanged sentences

Selling, general, and administrative expenses (a)

Impairment of long-lived assets

Realignment charges

Segment operating income

Unallocated corporate expenses

Corporate realignment charges

Total operating income

Twenty-six weeks ended June 29, 2024

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Thirty-nine weeks ended September 28, 2024

Infrastructure

6 unchanged sentences

(a) Selling, general, and administrative expenses for each reportable segment includes compensation, certain allocated overhead expenses including information technology and enterprise resource planning, commissions, incentives, depreciation and amortization expense, and research and development.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Thirteen weeks ended June 28, 2025

Thirteen weeks ended September 27, 2025

Infrastructure

7 unchanged sentences

Technology Products and Services

Twenty-six weeks ended June 28, 2025

Thirteen weeks ended September 28, 2024

Infrastructure

7 unchanged sentences

Technology Products and Services

Thirteen weeks ended June 29, 2024

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Thirty-nine weeks ended September 27, 2025

Infrastructure

7 unchanged sentences

Technology Products and Services

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Twenty-six weeks ended June 29, 2024

Thirty-nine weeks ended September 28, 2024

Infrastructure

7 unchanged sentences

Technology Products and Services

September 27,

Infrastructure

2 unchanged sentences

Thirteen weeks ended

Twenty-six weeks ended

Thirty-nine weeks ended

September 27,

September 28,

September 27,

September 28,

CAPITAL EXPENDITURES:

3 unchanged sentences

Total capital expenditures

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Thirteen weeks ended

Twenty-six weeks ended

Thirty-nine weeks ended

September 27,

September 28,

September 27,

September 28,

DEPRECIATION AND AMORTIZATION:

3 unchanged sentences

Total depreciation and amortization expense

A breakdown of revenue recognized over time and at a point in time by segment for the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024 is as follows:

Thirteen weeks ended June 28, 2025

Twenty-six weeks ended June 28, 2025

A breakdown of revenue recognized over time and at a point in time by segment for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024 is as follows:

Thirteen weeks ended September 27, 2025

Thirty-nine weeks ended September 27, 2025

Point in Time

2 unchanged sentences

Total net sales

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Thirteen weeks ended June 29, 2024

Twenty-six weeks ended June 29, 2024

Thirteen weeks ended September 28, 2024

Thirty-nine weeks ended September 28, 2024

Point in Time

5 unchanged sentences

This includes a litigation matter currently on appeal in Brazil related to its operations in the Agriculture market.

As of June 28, 2025, the Company has accrued $ 3,796 related to this matter, which is included in “ Other accrued expenses ” in the Condensed Consolidated Balance Sheets.

As of September 27, 2025, the Company has accrued $ 7,988 related to this matter, which is included in “ Other accrued expenses ” in the Condensed Consolidated Balance Sheets.

The accrual reflects management’s estimate of losses based on currently available information.

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements