What changed in this filing

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Item 1A. Risk Factors

2026-02-24 compared with 2025-02-25 · 110 added, 55 removed, 208 unchanged (44% of the section changed)

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In fiscal 2025, our sales to the U.S.

electric utility industry were over $1.0 billion.

electric utility industry were approximately $1.5 billion.

Utilities may defer purchases of our products by reducing capital expenditures for reasons such as unfavorable regulatory environments, a slow U.S.

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Additionally, weather conditions—potentially worsened by climate change, such as extreme drought—can limit water availability for irrigation and influence farmers’ purchasing decisions.

Higher energy and nitrogen-based fertilizer costs, driven by rising oil and natural gas prices, increase farmers’ operating expenses.

Higher input costs for producing crops, including energy, seed, fertilizer, chemicals, labor, equipment, financing, and transportation, increase farmers’ operating expenses.

Consequently, our Agriculture segment business has experienced peaks and troughs.

For example, since fiscal 2022, net sales in the segment have leveled off after strong growth.

Furthermore, uncertainty regarding future government agricultural policies may lead to indecision among farmers.

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These factors could prompt farmers to delay capital expenditures for farm equipment, potentially slowing or even reversing growth in irrigation equipment and tubing sales.

In February 2025, the U.S.

Department of Agriculture forecasted U.S.

net farm income for 2025 to be $180.1 billion, an increase of $41.0 billion (or 29.5%) compared to 2024.

This rise is primarily due to an increase in direct government support payments, partially offset by lower cash receipts from corn and soybeans.

We have also experienced cyclical demand for products sold to the wireless communications industry.

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Changes in prices and reduced availability of key commodities such as steel, aluminum, zinc, natural gas, and fuel may increase our operating costs, likely reducing our net sales and profitability.

Hot-rolled steel coil and other carbon steel products have historically constituted approximately one-third of the cost of manufacturing our products.

Hot-rolled steel coil and other carbon steel products have historically represented a substantial portion of the cost to manufacture our products.

We also use large quantities of aluminum for lighting structures and zinc for galvanizing most of our steel products.

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Consequently, an increase in commodity prices will increase our operating costs and likely reduce our profitability.

Rising steel prices, as seen in the first half of fiscal 2021 and the first quarter of fiscal 2023, can put pressure on gross profit margins, especially in our Infrastructure segment product lines.

Rising steel prices can put pressure on gross profit margins, especially in our Infrastructure segment product lines.

The time between the release of a customer’s purchase order and the manufacturing of the product can span several months.

Since some sales in the Infrastructure segment are fixed-price contracts, rapid increases in steel costs likely result in lower operating income.

Steel prices for both hot-rolled coil and plate can also decrease substantially in a given period, as occurred in the fourth quarter of fiscal 2021 and much of fiscal 2022.

Steel prices for both hot-rolled coil and plate can also decrease substantially in a given period.

Steel is particularly significant for our Utility product line, where the cost of steel has accounted for approximately 50% of net sales on average.

Assuming a similar sales mix, a hypothetical 20% change in the price of steel would have affected our net sales in this product line by approximately $110.0 million for the fiscal year ended December 27, 2025.

We believe recent volatility stems from increased global steel production and shifting consumption patterns, particularly in fast-growing economies like China and India.

Volatility in steel prices can result from changes in global steel production, trade policies, and shifting consumption patterns.

The speed with which steel suppliers impose price increases on us may prevent us from fully recovering these price increases, particularly in our L&T and Utility businesses.

Similarly, rapid decreases in steel prices can result in reduced operating margins in our Utility businesses due to long production lead times.

Similarly, decreases in steel prices can result in reduced operating margins in our Utility businesses due to long production lead times.

Our ability to effectively manage the procurement and inventory of key components and raw materials may be adversely affected by supply disruptions and demand volatility, which could reduce our profitability.

Our Agriculture and Infrastructure businesses are subject to pronounced business cycles and, at times, sudden changes in customer demand.

Our operating results depend in part on our ability to accurately forecast demand and procure inventories that align with production schedules and customer delivery requirements.

In recent years, global supply chain disruptions and availability constraints for certain components and raw materials have adversely affected our ability to manage inventory efficiently.

To mitigate the risk of supply disruptions, we may increase inventory levels for certain components or materials.

While this strategy may support continuity of operations, it also increases the risk that inventories may become excess or obsolete if customer demand weakens, forecasts fail to materialize, or customers delay or cancel orders due to adverse conditions in their end markets.

If we determine that inventory is excess or obsolete, we would be required to record inventory reserve charges or write-offs, which could adversely affect our gross margins, operating results, and financial condition.

These risks may be exacerbated during periods of economic uncertainty or rapid changes in market conditions.

Demand for our infrastructure products, including coating services, is highly dependent on overall infrastructure spending.

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However, the timing and distribution of federal infrastructure funds remain uncertain.

Infrastructure spending may also decline due to factors beyond our control, including budget constraints, reduced tax revenues, and legislative delays affecting appropriations.

Infrastructure spending may also

decline due to factors beyond our control, including budget constraints, reduced tax revenues, and legislative delays affecting appropriations.

We are subject to currency fluctuations from our international sales, which can negatively impact our reported earnings.

We sell our products in many countries worldwide, with approximately 28% of our fiscal 2025 net sales occurring outside the U.S.

These sales are often conducted in foreign currencies, primarily the Australian dollar, Brazilian real, Chinese renminbi, and euro.

These sales are often conducted in foreign currencies, primarily the Australian dollar, Brazilian real, Chinese renminbi, euro, and Indian rupee.

Because our Consolidated Financial Statements are denominated in U.S.

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Such actions could materially and adversely impact our results of operations and financial condition in any given period.

Adverse economic conditions, particularly in certain international markets, could impair the collectability of our accounts receivable and adversely affect our operating results.

Adverse economic conditions in certain international regions, most notably Brazil, may increase our exposure to credit losses resulting from financial distress, insolvency, or potential bankruptcy of our Agriculture or Infrastructure customers.

Under these conditions, customers may delay payments or be unable to meet their obligations to us.

Our accounts receivable are stated at net estimated realizable value, and our allowance for credit losses is based on management’s judgment and estimates, including receivable aging, the creditworthiness of significant individual customers, historical loss experience, and current and forecasted economic conditions.

These estimates may not accurately predict actual future credit losses, particularly during periods of heightened economic uncertainty or rapid deterioration in customer financial conditions.

If our assumptions regarding customer credit risk or economic conditions prove inaccurate, or if adverse conditions persist or worsen, we may be required to record additional provisions for credit losses, which could adversely affect our operating results, financial condition, and cash flows.

For further discussion on economic and business risks, including interest rates, foreign currency exchange rates, and commodity prices, please refer to the “Market Risk” section within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this report.

Legal and Regulatory Risks

Our operations are subject to trade policies, tariffs, and trade agreements, and any further changes could adversely affect our business, potentially leading to a decline in sales and profits or the loss of certain foreign investments.

As a global manufacturing company, we operate over 80 manufacturing plants across six continents.

In fiscal 2024, approximately 30% of our net sales came from markets outside of the U.S.

Demand for our products and our profitability are influenced by global trade relations.

We maintain a significant manufacturing presence in Australia, Brazil, Europe, and Mexico—regions affected by U.S.

trade policies, including tariffs on a broad range of imports, as well as retaliatory measures from foreign governments, particularly China.

Recently proposed trade policies and tariffs could increase the cost of goods that we and our suppliers purchase from Canada, China, and Mexico, which would increase our cost of goods sold.

Additionally, our Mexican operations play a vital role in our Infrastructure segment, exporting approximately $230.0 million of steel structures to the U.S.

in fiscal 2024.

Moreover, indirect effects of trade restrictions, such as China’s tariffs on imported soybeans impacting U.S.

farm income, can reduce demand for our products.

On February 3, 2025, U.S.

President Trump announced a one-month delay in imposing tariffs on imports from Mexico.

Then, on February 10, 2025, he announced a 25% tariff on all steel and aluminum imports into the U.S., set to take effect on March 4, 2025.

These actions, along with any future legislation or measures by the U.S.

federal government that restrict trade, such as additional tariffs, trade barriers, or other protectionist or retaliatory measures, could adversely impact our financial results, depending on their timing and duration.

Some of our international operations are in regions with political instability, such as the Middle East, or economic uncertainty, such as Western Europe.

Managing operations across diverse geographic markets also requires hiring, training, and retaining skilled local management, which impacts both operational performance and financial reporting.

We expect international sales to continue representing a significant portion of our net sales.

Consequently, our foreign business operations, sales, and profits will continue to be subject to the following risks:

Our operations are subject to trade policies, tariffs, and trade agreements, and further changes could adversely affect our business, potentially reducing sales, increasing costs, or resulting in the loss of certain foreign investments.

As a global manufacturing company, we operate over 80 manufacturing facilities across six continents and approximately 28% of our fiscal 2025 net sales were generated outside the U.S.

Our demand, cost structure, and profitability are influenced by global trade relations.

We maintain significant manufacturing operations in Australia, Brazil, Europe, and Mexico—regions that may be affected by changes in U.S.

and foreign trade policies, including tariffs on a broad range of imports and retaliatory measures imposed by foreign governments, such as China.

Recent and ongoing tariff actions affecting steel, aluminum, and goods imported from Canada, China, and Mexico, have increased uncertainty regarding the cost and availability of raw materials and components critical to our manufacturing operations.

These actions, as well as any future changes in tariffs, trade agreements, or the imposition of new protectionist or retaliatory measures, could increase our cost of goods sold, reduce margins, disrupt supply chains, or adversely affect our financial results.

In addition, retaliatory trade actions by China, such as tariffs on imported U.S.

soybeans, may continue to pressure U.S.

Because reduced farm income can directly affect growers’ purchasing decisions, including for mechanized irrigation equipment, these trade dynamics may negatively impact demand for our products in the U.S.

agricultural market.

Several of our international operations are located in regions experiencing political or economic instability.

In particular, certain countries within our Caribbean and Latin America (“CALA”) region, such as Brazil and Argentina, continue to face economic volatility, inflationary pressures, and uncertain regulatory environments, all of which can affect demand, foreign currency cash flows, and financial results.

We also operate in areas with heightened geopolitical risk, such as the Middle East.

Managing operations across diverse geographic markets also requires hiring, training, and retaining skilled local management, which affects operational performance and financial reporting.

As international sales remain a significant portion of our business, our foreign operations, sales, and profits will continue to be subject to the following risks:

● political and economic instability, which may reduce the value of or lead to the loss of our investment;

● economic recessions in key markets, potentially decreasing international sales;

● economic recessions or volatility in key markets, including within our CALA region, that may reduce sales;

● natural disasters and public health crises that could disrupt our workforce, manufacturing operations, and sales;

● increased costs and challenges related to staffing and managing international operations, impacting both profitability and reporting functions;

● potential violations of local laws or unauthorized management actions that could harm our competitive position or financial performance;

● difficulty enforcing intellectual property rights, including patents on our manufacturing machinery, poles, and irrigation designs, outside the U.S.;

● increased costs and challenges related to staffing and managing international operations;

● potential violations of local laws or unauthorized management actions that could harm our competitive position or performance;

● difficulty enforcing intellectual property rights outside the U.S., including patents related to our manufacturing machinery, poles, and irrigation designs;

● rising tariffs, export controls, taxes, and other trade barriers, which may reduce sales and profitability;

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As a result, we face the risk of losing foreign investments or experiencing a significant decline in sales and profits due to the challenges of operating in foreign markets.

Changes in the application and enforcement of U.S.

trade and tariff laws, including Section 232 tariffs on steel and aluminum content, could increase our costs and adversely affect our results of operations.

We manufacture Utility structures in Mexico and ship them to customers in the U.S.

While most of the structures we sell to U.S.

customers are manufactured domestically, we imported approximately $220.0 million of fabricated steel structures from Mexico into the U.S.

during fiscal 2025.

We are subject to U.S.

and foreign trade laws and tariffs, including Section 232 tariffs applicable to certain steel and aluminum products and derivative articles.

As of June 4, 2025, a 50% tariff is assessed on the steel and aluminum content of certain steel and aluminum imports into the U.S.

Although an exemption exists for fabricated structures produced using steel that was melted and poured in the U.S., and the structures produced at our Mexico facility are U.S.-Mexico-Canada Agreement-compliant, changes in the interpretation, application, or availability of these tariffs or exemptions could increase our costs or adversely affect the competitiveness of products manufactured outside the U.S.

In February 2026, the U.S.

Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act were invalid, but the decision did not affect existing Section 232 tariffs on steel and aluminum.

As a result, there may be increased reliance on, expansion of, or changes to Section 232 tariffs or other trade measures, which could increase our tariff exposure and adversely affect our costs, results of operations, or cash flows.

We are continuing to monitor legal developments, potential replacement measures, and related regulatory actions, including newly announced global tariffs on certain foreign goods, and we may be required to adjust our sourcing, pricing, or compliance practices in response to such changes.

Customs and Border Protection (“CBP”) has increased scrutiny of how Section 232 duties apply to imported products, including the valuation methodologies used to calculate such duties.

In February 2026, we received CBP inquiries relating to the valuation methodology applied to historical import entries.

These inquiries are ongoing, and no final

determinations have been made.

While we believe our valuation methodologies have complied with CBP guidance, CBP may ultimately disagree with our position.

Adverse determinations could result in additional duties, interest, or penalties related to the entries under review and could require changes to our valuation methodology for future imports, which may increase our ongoing tariff costs.

Although CBP has not indicated an intent to do so, it has the authority to review other import entries or initiate broader enforcement actions.

Any such actions, or further changes in trade laws, tariff rates, exemptions, or enforcement practices, could adversely affect our results of operations, financial condition, or cash flows.

Failure to comply with anti-corruption laws could result in fines, criminal penalties, and harm to our business.

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Additionally, we have occasionally been identified as a potentially responsible party under Superfund or similar state laws.

While we are not aware of any contaminated sites not accounted for in our Consolidated Financial Statements for known obligations, unforeseen contamination discoveries or additional cleanup requirements could result in liabilities beyond our current provisions.

Although we have recorded all known environmental obligations in our Consolidated Financial Statements, the discovery of previously unidentified contamination or the need for additional remediation could result in liabilities exceeding our existing provisions.

These risks may be heightened at certain galvanizing facilities in the Asia-Pacific region due to the nature of galvanizing processes and the complexity and evolving requirements of local environmental regulations.

Failure to successfully commercialize or protect our intellectual property rights may materially impact our business, financial condition, and operating results.

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Additionally, complaints filed against us may not specify the damages sought, making it challenging to estimate a potential range of liabilities.

Even when we can estimate losses, the actual amounts may be materially higher than expected.

Resolving litigation or threatened litigation could result in substantial payments or agreements that limit our business operations.

Resolving litigation or threatened litigation could result in substantial

payments or agreements that limit our business operations.

Even if we are liable in future lawsuits, the costs of defending such actions may be significant and could exceed the coverage limits or remain uncovered by our insurance policies.

As required by accounting principles generally accepted in the U.S., we establish reserves when legal matters become probable and reasonably estimable.

As of December 27, 2025, we have reserved, in aggregate, approximately $24.2 million related to these matters.

Subsequent developments may impact our assessment of probability or change our previous estimate of certain loss contingencies and require us to make payments in excess of our reserves, which could have an adverse effect on our financial condition or results of operations.

Design patent litigation related to guardrails could reduce demand for these products and increase litigation risk.

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This litigation could decrease demand for these products or affect government approvals for their use, both domestically and internationally.

It may also increase litigation risks for our foreign subsidiaries, negatively impacting their sales and licensing revenue.

Liquidity and Capital Resources Risks

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As of December 27, 2025, we had a total of $829.5 million in outstanding indebtedness, of which $65.6 million matures within the next five fiscal years.

Additionally, as of December 28, 2024, we had $799.8 million in borrowing capacity under our revolving credit facility.

Additionally, as of December 27, 2025, we had $734.8 million in additional borrowing capacity under our revolving credit facility.

We occasionally borrow funds for business acquisitions and share repurchases.

At times, our borrowings have been significant, with the majority of our interest‑bearing debt incurred by U.S.

Rising interest rates have increased our borrowing costs.

Our level of indebtedness may have significant consequences, including:

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The Plan has no active employee members.

The funded status measures the difference between the projected benefit obligation and the fair value of the plan assets as of fiscal year end.

As of December 27, 2025, the Plan was overfunded by approximately £29.4 million ($39.7 million) for accounting purposes.

Under the current agreement with the Plan trustees, we are obligated to provide annual funding of approximately £13.1 million ($16.7 million) to address the funding shortfall at the time of acquisition, along with an additional approximately £1.9 million ($2.5 million) for administrative expenses.

Under the current agreement with the Plan trustees, we are obligated to provide annual funding of approximately £4.0 million ($5.2 million) depending on the Plan’s funding levels, along with an additional approximately £2.4 million ($3.2 million) for administrative expenses.

Although this funding obligation was factored into the acquisition price of Delta, the Plan’s funding status may still have adverse effects on the combined company, including:

laws and regulations typically require the Plan trustees to agree on a new funding plan every three years, with the most recent plan established in fiscal 2025.

Changes in actuarial assumptions, such as discount rates, inflation, interest rates, investment returns, and mortality projections, could increase the Plan’s underfunded position, requiring higher contributions to cover liabilities.

Changes in actuarial assumptions, such as discount rates, inflation, interest rates, investment returns, and mortality projections, could reduce the Plan’s funded position, requiring higher contributions to cover liabilities.

government regulates the Plan, and its trustees represent the interests of covered workers.

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We experience competitive pressures from various companies across all our markets.

Our competitors include both companies offering similar technologies and those providing alternative solutions, such as drip irrigation.

Our competitors include both companies offering similar technologies and those providing alternative solutions.

These competitors range from international and national manufacturers to local ones, some of which may have greater financial, manufacturing, marketing, and technical resources, or deeper penetration and familiarity with specific geographic markets.

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Some customers have also shifted manufacturing or sourcing operations overseas, negatively impacting our sales of galvanizing services.

To remain competitive, we must invest in manufacturing, product development, and customer service.

To remain competitive, we must invest in our manufacturing capabilities, product development, customer service, and our information technology systems and networks, including artificial intelligence.

Ineffective implementation, integration, or adoption of these technologies within our business operations and decision-making processes could reduce productivity, widen talent gaps, and diminish our competitive position.

At times, we may need to adjust pricing, particularly for customers in struggling industries.

However, we cannot guarantee our competitive position in all markets.

The use of artificial intelligence presents risks and challenges that may adversely impact our business and operating results.

We may adopt and integrate generative artificial intelligence and machine learning (collectively, “AI”) tools into our operations to enhance efficiencies and streamline existing systems.

However, the development, implementation, and

maintenance of AI tools may entail substantial risks.

While these tools hold promise in optimizing processes and improving productivity, they may also produce inaccurate or biased outputs, infringe upon or misappropriate intellectual property, or expose us to data privacy, cybersecurity, and regulatory compliance risks.

In addition, evolving legal, regulatory, and ethical standards governing the use of AI may increase compliance costs or limit our ability to deploy these technologies effectively.

If we are unable to manage these risks, our business, financial condition, or results of operations could be adversely affected.

We may not achieve the improved operating results we anticipate from future acquisitions, and we may face difficulties integrating the acquired businesses or inherit significant liabilities associated with them.

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and business delays or service disruptions.

These incidents could lead to legal risks, fines, penalties, negative publicity, theft, modification or destruction of proprietary information, defective products, production downtimes, and operational disruptions.

These incidents could lead to legal risks, fines, penalties, negative publicity, theft, modification or destruction of proprietary information, defective products, production downtimes,

and operational disruptions.

All of these could harm our reputation and competitiveness, and materially affect our business strategy, results of operations, or financial condition.

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We closely monitor scientific discussions and legislative developments regarding climate change, including proposed regulations, to assess their potential impact on our business.

Ongoing debates about the presence and scope of climate change, along with increasing legislative and regulatory attention, are expected to continue.

Ongoing debates about the presence and scope of climate change, along with increasing legislative and regulatory attention, are likely to continue.

Our production processes and the market for our products are influenced by such laws and regulations.

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Any reduction in insurance coverage limits or the introduction of policy exclusions increases our financial exposure to losses associated with casualty events, including extreme weather occurrences.

We may encounter challenges in quickly adjusting our manufacturing capacity to respond to sudden shifts in demand for Infrastructure products.

Producing large engineered structures for Infrastructure customers requires significant machinery and often necessitates operating our facilities at or near full capacity to achieve optimal utilization.

As a result, if demand for specific structure types in the Utility market changes unexpectedly, our ability to adjust manufacturing capacity in the near term may be limited.

Establishing new manufacturing capacity or expanding existing capacity involves significant vendor lead times, capital investments, and customer approvals, all of which further delay our ability to respond to unexpected increases in demand.

These limitations could lead to delays in order fulfillment, customer dissatisfaction, potential business loss, inventory imbalances, increased labor and material costs, reduced productivity, lower profit margins, reputational harm, and a weakened market position.

If we are unable to effectively address these challenges, it could have a material adverse impact on our business, financial condition, and operating results.

Challenges in managing manufacturing capacity and responding to demand volatility could adversely affect our business.

Producing large engineered structures for Infrastructure customers requires significant machinery and often necessitates operating our manufacturing facilities at or near full capacity to achieve optimal utilization.

As a result, if demand for specific structure types in the Utility or Infrastructure markets changes unexpectedly, our ability to adjust manufacturing capacity in the near term may be limited.

Establishing new manufacturing capacity or expanding, reconfiguring, or restarting existing capacity involves significant vendor lead times, capital investments, and, in certain cases, customer approvals.

These decisions are often made well in advance of firm customer orders and based on forecasts that may not ultimately reflect actual demand.

If actual demand does not develop as anticipated, or declines after we have expanded capacity or increased our fixed cost structure, our manufacturing facilities may operate below optimal utilization, which could result in higher per-unit manufacturing costs, elevated inventory levels, reduced margins, asset impairments, restructuring charges, or lower profitability.

Conversely, if actual demand exceeds our forecasts, we may be required to extend customer lead times or may be unable to satisfy customer demand, which could lead to customer dissatisfaction, the loss of market share to competitors, increased overtime and expediting costs, and reputational harm.

In addition, efforts to expand, modify, or rapidly ramp manufacturing capacity can increase operational complexity and elevate safety risks for our employees and contractors.

Such activities may involve the installation of new equipment, changes to manufacturing processes, compressed production timelines, or the use of temporary or less-experienced labor.

Workplace accidents, safety incidents, or regulatory actions arising from these conditions could disrupt operations, delay production, result in litigation or regulatory scrutiny, increase insurance or self-insurance costs, and adversely affect our reputation and financial performance.

Although we maintain insurance coverage and safety programs designed to mitigate these risks, such measures may not be sufficient to prevent or fully offset the impact of all incidents or liabilities.

If we are unable to effectively manage manufacturing capacity, respond to changes in demand, or safely execute capacity expansions and production ramp-ups, our business, financial condition, operating results, and reputation could be adversely affected.

If our internal control over financial reporting is found to be ineffective, our operating results could be adversely affected.

Our internal control over financial reporting is subject to inherent limitations, including human error, the circumvention or override of controls, and fraud.

Even effective internal controls can provide only reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.

The complexity of our business, including diversified product lines across multiple jurisdictions, the use of multiple enterprise resource planning systems, and complex revenue recognition requirements, further increases the challenge of maintaining effective internal controls.

If we fail to maintain our internal control over financial reporting, or if we experience deficiencies or delays in implementing necessary improvements, it could have a negative impact on our operating results and damage our reputation.

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-K

Item 1A. Risk Factors