What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-24 compared with 2025-02-25 · 447 added, 400 removed, 943 unchanged (47% of the section changed)

23 unchanged sentences

Critical Audit Matter Description

The Company evaluates goodwill for impairment during the third fiscal quarter of each year, or when events or changes in circumstances indicate the carrying value may not be recoverable.

The Company estimates the fair value of its twelve reporting units with recorded goodwill using a discounted cash flow model which includes projected after-tax cash flows from operations, net of capital expenditures (“projected cash flows”), discounted to their present value.

The Company has goodwill which is allocated among eleven reporting units.

The Company evaluates its eleven reporting units with recorded goodwill for goodwill impairment during the third fiscal quarter of each year, or when events or changes in circumstances indicate the carrying value may not be recoverable, such as the triggering events identified for Access Systems and Solar reporting units in the second quarter of 2025.

Reporting units are evaluated using projected after-tax cash flows from operations, net of capital expenditures, discounted to their present value.

This valuation method requires management to make significant estimates and assumptions related to projected cash flows and discount rates.

We identified goodwill at the International Irrigation and Solar reporting units, of approximately $130 million, as a critical audit matter because of the significant estimates and assumptions made by management to estimate fair value and the difference between the fair values and the carrying values of the International Irrigation and Solar reporting units as of September 1, 2024.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the projected cash flows and discount rates for these two reporting units.

We identified the goodwill impairment assessment at the Access Systems, Solar, and APAC Highway Safety reporting units as a critical audit matter because of the significant estimates and assumptions made by management to estimate fair value and the difference between the fair values and the carrying values of the Access Systems and Solar reporting units as of June 28, 2025 and the Access Systems and APAC Highway Safety reporting units as of August 30, 2025.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the goodwill impairment assessment for the International Irrigation and Solar reporting units included the following, among others:

Our audit procedures related to the goodwill impairment assessment for Access Systems, Solar, and APAC Highway Safety reporting units included the following, among others:

● We tested the effectiveness of internal controls over management’s goodwill impairment evaluation, including those over the projected cash flows and discount rates.

● We evaluated the identification and timing of triggering events identified by management.

● We evaluated management’s ability to accurately forecast cash flows by comparing actual results to management’s historical forecasts.

● We evaluated the reasonableness of management’s projected cash flows by comparing to (1) historical results, (2) internal communications to management and the Board of Directors, and (3) industry reports.

● We evaluated the reasonableness of management’s projected cash flows by comparing to historical results and, for APAC Highway Safety, we also compared to peers and industry reports.

● With the assistance of our fair value specialists, we evaluated the discount rates including testing the underlying source information and the mathematical accuracy of the calculations.

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Selling, general, and administrative expenses

Impairment of goodwill and other intangible assets

Impairment of long-lived assets

Realignment charges

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Interest income

Gain (loss) on deferred compensation investments

Gain on deferred compensation investments

Gain (loss) on divestitures

Total other income (expenses)

Earnings before income taxes and equity in loss of nonconsolidated subsidiaries

Total other expenses

Earnings before income taxes and equity method investment loss

Income tax expense (benefit):

Total income tax expense

Earnings before equity in loss of nonconsolidated subsidiaries

Equity in loss of nonconsolidated subsidiaries

Earnings before equity method investment loss

Equity method investment loss

Loss (earnings) attributable to redeemable noncontrolling interests

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Unrealized translation gain (loss)

Realized loss on offshore wind energy structures business included in other expense

Total foreign currency translation adjustments

Hedging activities:

Unrealized loss on commodity hedges

Realized loss on commodity hedges included in net earnings

Unrealized gain (loss) on commodity hedges

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

Unrealized gain (loss) on cross currency swaps

Realized gain on offshore wind energy structures business cross currency swap, net of tax expense of $ 1,207

Amortization cost included in interest expense

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Contract assets

Income taxes receivable

Prepaid expenses and other current assets

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Defined benefit pension asset

Operating lease right-of-use assets

Deferred compensation investments

Non-current deferred tax asset

Other non-current assets

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Notes payable to banks

Mandatorily redeemable financial instrument

Accounts payable

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Operating lease liabilities

Deferred compensation

Deferred compensation liabilities

Other non-current liabilities

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Accumulated other comprehensive loss

Treasury stock, at cost, common shares of 7,868,382 and 7,691,192 , respectively

Treasury stock

( 1,260,833 )

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Contribution to defined benefit pension plan

Impairment of goodwill and other intangible assets

Impairment of long-lived assets

Loss (gain) on divestitures

Stock-based compensation

Net periodic pension cost (benefit)

Loss on sale of property, plant, and equipment

Equity in loss of nonconsolidated subsidiaries

Net periodic pension cost

Loss (gain) on sale of property, plant, and equipment

Equity method investment loss

Deferred income taxes

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Accounts payable

Contract liabilities

Contract liabilities (current and non-current)

Accrued expenses

Income taxes payable

Current income taxes

Other non-current liabilities

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Purchases of property, plant, and equipment

Proceeds from divestiture, net of cash divested

Proceeds from divestitures, net of cash divested

Proceeds from sales of assets

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Balance as of December 31, 2022

Other comprehensive loss, net of tax

Net earnings (loss)

Other comprehensive income, net of tax

Cash dividends declared ($ 2.40 per share)

Change in redemption value of redeemable noncontrolling interest

Dividends to redeemable noncontrolling interests

Addition of redeemable noncontrolling interests

Reduction of redeemable noncontrolling interests

Repurchases of common stock;

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Balance as of December 30, 2023

Net earnings (loss)

Other comprehensive income, net of tax

( 1,043,990 )

Other comprehensive loss, net of tax

Cash dividends declared ($ 2.40 per share)

Change in redemption value of redeemable noncontrolling interest

Purchases of redeemable noncontrolling interests

Dividends to redeemable noncontrolling interests

Fair value adjustment on redeemable noncontrolling interests

Repurchases of common stock;

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( 1,093,869 )

Other comprehensive loss, net of tax

Other comprehensive income, net of tax

Cash dividends declared ($ 2.72 per share)

Purchases of redeemable noncontrolling interests

Dividends to redeemable noncontrolling interests

Fair value adjustment on redeemable noncontrolling interests

Change in redemption value of redeemable noncontrolling interests

Dividends to redeemable noncontrolling interests

Repurchases of common stock;

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The Company operates on a 52 - or 53 -week fiscal year, with each fiscal year ending on the last Saturday in December.

Accordingly, the Company’s fiscal years ended December 28, 2024 and December 30, 2023 each consisted of 52 weeks, while the fiscal year ended December 31, 2022 consisted of 53 weeks.

The additional week in fiscal 2022 contributed approximately $ 80,800 in net sales and approximately $ 5,300 in net earnings to the Company’s results of operations.

Reportable Segments

The Company’s reportable segments are as follows:

Infrastructure:

This segment consists of the manufacture and distribution of products and solutions to serve the infrastructure markets of utility, solar, lighting and transportation, and telecommunications, along with coatings services to protect metal products.

This segment consists of the manufacture of center pivot and linear irrigation equipment components for agricultural markets, including aftermarket parts and tubular products, and advanced technology solutions for precision agriculture.

Included in the “Other” segment are the activities of the offshore wind energy structures business, which was divested in the fourth quarter of fiscal 2022.

Accordingly, the Company’s fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023 each consisted of 52 weeks.

Certain international subsidiaries are subject to statutory requirements that require a fiscal year end of December 31 (most notably Brazil).

Cash Book Overdrafts

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These exposures are particularly challenging to estimate in politically unstable regions, regions where the Company has limited experience, or regions lacking transparency in governmental credit conditions.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

In fiscal 2025, the Company recognized $23,832 of expected credit losses in its Brazil market given unfavorable macroeconomic factors, including high interest rates in the region, lower net farm income, and higher delinquency rates observed in the agricultural sector.

The following table provides details of the balances of the allowance for credit losses and changes therein:

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As these accounts receivable are sold without recourse, the Company does not retain the associated risks after the transfer.

As of December 28, 2024 and December 30, 2023, the Company sold trade accounts receivable of $ 20,000 and $ 60,000 , respectively.

As of December 27, 2025, the Company had not sold any trade accounts receivable.

As of December 28, 2024, the Company sold trade accounts receivable of $ 20,000 .

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Transfers of accounts receivable are treated as sales, meaning sold receivables are removed from “Receivables, less allowance” in the Consolidated Balance Sheets.

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The discount, representing the difference between the carrying amount of the trade accounts receivable sold and the cash received, is recorded in “Other income (expenses)” in the Consolidated Statements of Earnings.

Inventory is valued at the lower of cost (determined using the first-in, first-out method) or net realizable value.

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

Inventory is stated at the lower of cost or net realizable value.

Cost is determined using either the first-in, first-out method or the weighted average cost method, depending on the inventory management practices at each location.

Finished goods and work-in-process inventories include the cost of raw materials, direct labor, and applicable manufacturing overhead incurred to convert materials into finished products.

Inventory balances are periodically reviewed and written down, as necessary, for damaged, obsolete, excess, or slow-moving items based on management’s estimates of net realizable value.

Long-Lived Assets

Property, plant, and equipment are recorded at historical cost.

For financial reporting purposes, the Company primarily uses the straight-line for depreciation and amortization, whereas accelerated methods are applied for income tax purposes.

For financial reporting purposes, the Company primarily uses the straight-line method for depreciation and amortization, whereas accelerated methods are applied for income tax purposes.

The estimated useful lives of assets for annual depreciation and amortization are as follows:

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2 to 20 years

Depreciation expense for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 was $ 81,181 , $ 78,138 , and $ 73,938 , respectively.

An impairment loss is recognized when an asset’s carrying amount exceeds its recoverable amount, which is determined based on estimated future undiscounted cash flows.

If impaired, the asset’s carrying amount is reduced to its estimated fair value.

Property, plant, and equipment are evaluated for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

An impairment loss is recognized when the carrying amount of a long-lived asset is not recoverable and exceeds its fair value.

Recoverability is assessed by comparing the carrying amount of the asset to the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset.

If the asset is not recoverable, an impairment loss is measured as the amount by which the carrying amount exceeds fair value.

The Company evaluates goodwill for impairment annually during the third fiscal quarter or whenever events or circumstances indicate potential impairment.

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Factors considered in these assessments include recent operating performance, projected future performance, industry conditions, and other relevant indicators.

For details on impairments of goodwill and other intangible assets recognized during fiscal 2023, see Note 7.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

The Company's operating lease right-of-use (“ROU”) 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 Consolidated Balance Sheets.

For details on impairments of goodwill and other intangible assets recognized during fiscal 2025 and fiscal 2023, see Note 7.

The Company calculates deferred income taxes using the asset and liability method.

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Changes in tax rates affecting deferred tax assets and liabilities are recognized in income in the period in which the tax rate change is enacted.

The Company’s warranty provision represents management’s best estimate of potential liabilities arising from product warranties.

Future warranty costs are estimated and recognized at the time of sale, based on historical claim rates applied to units still under warranty.

Provisions are also recorded for known warranty claims as they arise.

Pension Cost (Benefit)

The Company incurs expenses related to a defined benefit pension plan.

Key assumptions used to measure the pension expenses and benefit obligations include the discount rate, expected return on plan assets, and estimated future inflation rates.

These assumptions are based on historical experience and current conditions.

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

The Company administers stock-based compensation plans that have been approved by its shareholders.

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.

The Company adheres to the guidelines outlined in Accounting Standards Codification 820, Fair Value Measurement (“ASC 820”).

ASC 820 defines fair value, establishes a framework for its measurement, and expands disclosure requirements.

Its provisions also apply to other accounting guidelines that require or allow fair value measurements.

According to ASC 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Derivative Instruments

The Company may enter into derivative financial instruments to manage risks associated with fluctuations in interest rates, foreign currency exchange rates, or commodity prices.

When applicable, the Company may designate these derivatives as cash flow, fair value, or net investment hedges.

VALMONT INDUSTRIES, INC.

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(Dollars in thousands, except per-share amounts)

Comprehensive Income (Loss)

Comprehensive income (loss) 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 Company’s warranty provision represents management’s best estimate of potential liabilities arising from product warranties.

Future warranty costs are estimated and recognized at the time of sale, based on historical claim rates applied to units still under warranty.

Provisions are also recorded for known warranty claims as they arise.

Accumulated Other Comprehensive Income (Loss)

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 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.

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The Company evaluates each customer contract to determine the appropriate revenue recognition model based on its type, terms, and conditions.

All contracts are fixed price, excluding sales tax from revenue, and do not include variable consideration.

Discounts, primarily for early payments, reduce net sales in the period the sale is recognized.

Contracts generally contain fixed-price terms, and the Company excludes sales tax from revenue.

Contract revenues are classified as “Product sales” when the performance obligation involves manufacturing and selling goods, and as “Service sales” when the performance obligation involves providing a service.

Service revenue is primarily associated with the Coatings product line and the Technology Products and Services product line.

Service revenue is primarily associated with the Coatings product line and the remote monitoring subscription services within the Technology Products and Services product line.

Customer acceptance provisions generally apply only during the design stage, although the Company may agree to other acceptance terms on a limited basis.

Customers must approve the design before manufacturing begins and products are delivered.

The Company does not earn compensation solely for product design and does not consider design services a separate performance obligation;

as such, no revenue is recognized for design services.

Customers are required to approve the design before manufacturing begins and products are delivered.

The Company does not earn compensation solely for product design and does not consider design services to be a separate performance obligation;

accordingly, no revenue is recognized for design services.

Bid and proposal costs, including design services performed prior to contract inception, are expensed as incurred.

Customers do not have general rights of return after delivery, and the Company establishes provisions for estimated warranties.

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Except for the Utility, Solar, and Telecommunications product lines, inventory is interchangeable among the various customers within each segment.

The Company has elected not to disclose partially satisfied performance obligations at the end of the reporting period for contracts with an original expected duration of one year or less.

The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

If payment is expected within one year of transferring control of goods or services, the Company does not adjust contract consideration for any significant financing component.

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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 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 Consolidated Balance Sheets.

As of December 30, 2023, total contract liabilities of $ 70,978 were recorded as “Contract liabilities” in the Consolidated Balance Sheets.

Additional details are as follows:

● During the fiscal years ended December 28, 2024 and December 30, 2023, the Company recognized $ 53,819 and $ 162,182 in revenue, respectively, from amounts included in contract liabilities as of December 30, 2023 and December 31, 2022.

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

As of December 27, 2025, total contract liabilities were $ 52,475 , with $ 52,013 recorded as “Contract liabilities” and $ 462 as “Other non-current

VALMONT INDUSTRIES, INC.

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(Dollars in thousands, except per-share amounts)

liabilities” in the Consolidated Balance Sheets.

Additional details are as follows:

● During the fiscal years ended December 27, 2025 and December 28, 2024, the Company recognized $ 124,246 and $ 53,819 in revenue, respectively, from amounts included in contract liabilities as of December 28, 2024 and December 30, 2023.

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

● As of December 27, 2025, the Company had $ 462 in remaining performance obligations on contracts with an original expected duration of one year or more.

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Infrastructure Segment

Steel and concrete structures within the Utility and Telecommunications product lines are custom engineered to customer specifications.

This customization limits the ability to resell the structures if an order is canceled after production begins.

The continuous transfer of control to the customer is supported by contractual termination clauses or rights to payment for work performed to date, including a reasonable profit, as these products do not have alternative uses for the Company.

As control is transferred over time, revenue is recognized based on progress toward completion of the performance obligation.

The method used to measure progress requires judgment.

Revenue for structures in the Utility and Telecommunications product lines is typically recognized using an input-based method, measuring progress by the ratio of production hours incurred to total estimated hours required.

The resulting completion percentage is applied to the total revenue and estimated costs of the order to determine reported revenue, cost of sales, and gross profit.

Once production begins, orders are generally completed within three months.

Revenue for the Solar product line is recognized upon shipment or delivery, based on contract terms.

In certain Utility product line sales, the Company engages external sales agents and recognizes estimated commissions owed to these agents proportionately as the goods are manufactured.

Revenue from structures sold in the Lighting and Transportation product line, as well as most Telecommunications products, is recognized upon shipment or delivery of goods to the customer, aligning with the billing date.

Some large regional customers may have unique specifications for telecommunication structures.

When a customer contract includes a cancellation clause that requires payment for completed work plus a reasonable margin, revenue is recognized over time based on hours worked as a percentage of the total estimated hours to complete production.

Revenue from Coatings services, including galvanizing and powder coating, is recognized upon service completion and when goods are ready for pickup or delivery.

Agriculture Segment

Revenue from irrigation equipment, related parts, services, and tubular products for industrial customers is typically recognized upon shipment, aligning with the billing date.

Remote monitoring subscription services within the Technology Products and Services product line are primarily billed annually, with revenue recognized on a straight-line basis over the contract period.

Steel and concrete structures in the Utility product line are custom engineered to customer specifications.

Due to this level of customization, the products typically have no alternative use to the Company if an order is canceled after production begins.

Customer contracts include termination clauses or provide enforceable rights to payment for work performed to date, including a reasonable profit.

These terms support the conclusion that control transfers to the customer over time.

Accordingly, revenue is recognized based on progress toward completion of the performance obligation.

Progress is measured using an input-based method, generally the ratio of production hours incurred to total estimated hours required for the project.

The resulting percentage of completion is applied to the transaction price and estimated costs to determine revenue, cost of sales, and gross profit for the reporting period.

Orders are typically completed within several months and therefore there is no significant financing component.

For certain sales, the Company engages external sales agents and incurs commissions and other direct incremental costs to obtain sales contracts, which are recognized proportionately as progress is made.

The Company has elected to apply the practical expedient to expense such costs as incurred, as the amortization period of the related assets is expected to be one year or less.

Accordingly, these costs are recorded in “Selling, general, and administrative expenses” in the Consolidated Statements of Earnings.

Revenue from Solar product line structures is recognized at a point in time, generally upon shipment or delivery, depending on contract terms.

Revenue from structures in the Lighting and Transportation product line and from most Telecommunications products is recognized at a point in time, generally upon shipment or delivery to the customer, which aligns with the billing date.

However, certain large regional customers in the Telecommunications product line require customized structures with unique specifications.

When such contracts include cancellation clauses requiring payment for work performed plus a reasonable margin, the Company recognizes revenue over time using an input-based method (hours incurred relative to total estimated hours) consistent with the Utility product line.

Revenue from Coatings product line services, including galvanizing and powder coating, is recognized upon completion of the service and when goods are available for pickup or delivery.

VALMONT INDUSTRIES, INC.

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(Dollars in thousands, except per-share amounts)

Agriculture Segment

Revenue from irrigation equipment, related parts, services, and tubular products sold to industrial customers is recognized at a point in time, typically upon shipment, which aligns with when the Company bills the customer.

For certain international irrigation projects, customers require installation services in addition to equipment.

These contracts contain multiple performance obligations.

The standalone selling price for each performance obligation is estimated using management’s assessment of the price a customer would pay on a standalone basis, which generally reflects cost plus a reasonable profit margin.

Remote monitoring subscription services within the Technology Products and Services product line are billed primarily on an annual basis.

Revenue from these services is recognized over time on a straight-line basis over the contract term.

Over Time and Point in Time Revenue

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Treasury Stock

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

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

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 Board of Directors 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.

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

In February 2023, the Board increased the program by an additional $ 400,000 , bringing the total authorization to $ 1,400,000 with no expiration date.

As of December 28, 2024, the Company had repurchased 8,235,697 shares for approximately $ 1,333,961 under this program.

Subsequent to year end, on February 18, 2025, the Company announced the Board of Directors increased the amount authorized under the program by an additional $ 700.0 million, with no stated expiration date.

In November 2023, the Company entered into an accelerated share purchase agreement (“November 2023 ASR”) with CitiBank, N.A.

as the counterparty.

The November 2023 ASR was executed under the existing share repurchase program.

The Company prepaid $ 120,000 in the fourth quarter of fiscal 2023 and received an initial delivery of 438,917 shares of common stock.

The agreement was settled in the first quarter of fiscal 2024 with the delivery of an additional 96,224 shares of common stock.

The total number of shares delivered under the November 2023 ASR, at an average purchase price of $ 224.24 per share, was determined based on the volume-weighted average market price of the Company’s common stock during the term of the agreement, less a discount.

As of December 27, 2025, the Company had repurchased 8,843,280 shares for approximately $ 1,533,045 under the Company’s share repurchase program.

Research and Development

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This program allows qualifying suppliers to sell their receivables from the Company to the financial institution.

These suppliers negotiate directly with the financial institution regarding their outstanding receivables, while the

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 decision to participate in the program.

Once a supplier opts into the program, they select which individual invoices from the

VALMONT INDUSTRIES, INC.

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(Dollars in thousands, except per-share amounts)

Company’s rights and obligations to suppliers remain unaffected.

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.

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.

The Company’s payment terms with suppliers participating in the supplier finance program, which the Company deems to be commercially reasonable, generally range up to 75 days .

The Company has no direct financial relationship with the financial institution beyond the payment of confirmed invoices on their contractual due dates, and the Company has not pledged any assets or provided guarantees in connection with the supplier finance program.

For invoices from participating suppliers that are not sold under the supplier finance program, the financial institution pays the supplier on the invoice’s due date.

The invoice amounts and scheduled payment terms remain unchanged, regardless of whether the supplier decides to sell under these arrangements.

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

As of December 28, 2024 and December 30, 2023, outstanding payment obligations of $ 45,602 and $ 41,916 , respectively, were included in “Accounts payable” in the Consolidated Balance Sheets under the Company’s supplier finance program.

Fiscal Year Ended

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

Confirmed obligations outstanding—beginning of period

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The Company has redeemable noncontrolling interests in certain entities.

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

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.

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

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

Redemption value adjustments are offset against retained earnings.

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

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

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 fifty-two weeks ended December 27, 2025.

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

As of December 27, 2025 and December 28, 2024, the redeemable noncontrolling interests were $ 9,498 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.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

This update enhances the disclosures about reportable segments, including providing more detailed information on segment expenses.

This guidance is effective for the fiscal year ended December 28, 2024 and for interim periods thereafter.

See Note 20 for the required disclosures associated with this update.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU No.

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This update is intended to improve transparency and usefulness in income tax disclosures, particularly in areas such as rate reconciliation and reporting of income taxes paid.

The guidance will be effective prospectively for the fiscal year

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

ending December 27, 2025, with early adoption permitted.

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

This guidance is effective prospectively for the fiscal year ending December 27, 2025.

The adoption of this guidance did not have a material impact on the Company's Consolidated Financial Statements.

See Note 9 for the required disclosures associated with this update.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU No.

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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.

(2) ACQUISITIONS

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dollars) was withheld at closing as a retention fund to address contingencies and potential disagreements.

This retention amount will be settled in two equal payments, with the first payment made during the third quarter of fiscal 2024 and the second payment due in the third quarter of fiscal 2025.

This retention amount was settled in two equal payments, with the first payment made during the third quarter of fiscal 2024 and the second payment made during the third quarter of fiscal 2025.

HR Products provides a wide range of irrigation products serving the agriculture and landscaping industries, with its operations reported in the Agriculture segment.

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The Company finalized the purchase price allocation in the third quarter of fiscal 2024.

The following table summarizes the fair values of the assets acquired and liabilities assumed from HR Products as of the date of acquisition:

Current assets

Property, plant, and equipment

Customer relationships

Other non-current assets

Total fair value of assets acquired

Current liabilities

Deferred income taxes

Operating lease liabilities

Total fair value of liabilities assumed

Net assets acquired

On June 1, 2022, the Company acquired approximately 51 % of ConcealFab, Inc.

for $ 39,287 in cash, net of cash acquired.

Of the purchase price, approximately $ 1,850 was contingent on seller representations and warranties, which were settled in the fourth quarter of fiscal 2023.

ConcealFab is located in Colorado Springs, Colorado, and its operations are included in the Infrastructure segment.

The acquisition allows the Company to integrate innovative 5G infrastructure and passive intermodulation mitigation solutions into its advanced Infrastructure portfolio.

The goodwill resulting from the acquisition was not tax-deductible and was primarily attributed to anticipated synergies and other intangibles that did not qualify for separate recognition.

The Company finalized the purchase price allocation in the first quarter of fiscal 2023.

Under the terms of the operating agreement, the minority owners hold the right to sell their remaining interest in ConcealFab, Inc.

to the Company, and the Company retains the right to purchase the remaining interest from the minority owners.

These rights may generally be exercised at any time following the fifth anniversary of the acquisition’s effective

VALMONT INDUSTRIES, INC.

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(Dollars in thousands, except per-share amounts)

The purchase price for the remaining interest will be determined based on a predefined formula outlined in the operating agreement.

Due to this redemption feature, the Company recorded the noncontrolling interest as redeemable, and classified it within temporary equity in the Consolidated Balance Sheets.

See Note 1 for further discussion of the Company’s redeemable noncontrolling interests.

The following table summarizes the fair values of the assets acquired and liabilities assumed from ConcealFab, Inc.

as of the date of acquisition:

The following table summarizes the fair values of the assets acquired and liabilities assumed from HR Products as of the date of acquisition:

Current assets

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Current liabilities

Long-term debt

Operating lease liabilities

Deferred income taxes

Other non-current liabilities

Operating lease liabilities

Total fair value of liabilities assumed

Redeemable noncontrolling interest

Net assets acquired

Pro forma disclosures have been omitted, as these acquisitions did not significantly impact the Company’s financial results.

Acquisition-related costs for these transactions were insignificant in all fiscal years presented.

Pro forma disclosures have been omitted, as this acquisition did not significantly impact the Company’s financial results.

Acquisition-related costs for this transaction were insignificant in all fiscal years presented.

Subsequent to the fourth quarter of fiscal 2025, on January 12, 2026, the Company acquired the remaining 80 % ownership interest in RMDS Innovation, Inc., a Quebec-based technology company, for approximately $ 20,745 Canadian dollars ($ 15,150 U.S.

dollars), subject to customary working capital adjustments.

The purchase price includes $ 4,108 Canadian dollars ($ 3,000 U.S.

dollars) of contingent consideration, which management currently expects is probable of payment and payable in two future earn-out installments.

The Company expects that the majority of the purchase price will be allocated to goodwill and will finalize the purchase price allocation within the one-year measurement period.

In addition, the Company will remeasure its previously held equity method investment to fair value as of the acquisition date.

Acquisitions of Redeemable Noncontrolling Interests

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

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

In the third quarter of fiscal 2022, the Company acquired the remaining 9 % of Convert Italia S.p.A.

for $ 3,046 .

In the second quarter of fiscal 2022, the Company acquired the remaining 20 % of Valmont West Coast Engineering, Ltd.

In the fourth quarter of fiscal 2025, the Company completed negotiations with the noncontrolling interest holders of Solbras Energia Solar do Brasil S.A.

to acquire the remaining 45 % ownership interest and entered into a revised shareholder purchase agreement with a final redemption amount of approximately 79,000 Brazilian reais ($ 14,246 U.S dollars).

Payment of this amount was made in the fourth quarter of fiscal 2025, thereby settling the related redeemable noncontrolling interest.

The redemption resulted in an increase to “Retained earnings” of approximately $ 11,997 and increased diluted earnings per share by $ 0.61 and $ 0.60 for the thirteen and fifty-two weeks ended December 27, 2025, respectively.

In the fourth quarter of fiscal 2025, the Company completed negotiations with the noncontrolling interest holders of ConcealFab, Inc.

to acquire the remaining 40 % ownership interest outside of the existing redemption rights period.

The Company entered into revised shareholder purchase agreements with each minority shareholder for an aggregate purchase price of approximately $ 81,822 .

Approximately $ 72,900 of this amount was paid during the fourth quarter of fiscal 2025, with the remaining approximately $ 8,922 , recorded as “Mandatorily redeemable financial instrument” in the Consolidated Balance Sheets, paid in the first quarter of fiscal 2026.

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 25 % ownership interest of Valmont Substations, LLC for $ 10,518 .

These transactions involved acquiring portions of the remaining shares in consolidated subsidiaries, with no changes in control.

See Note 1 for further information on the Company’s redeemable noncontrolling interests.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

(3) DIVESTITURES

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In the fourth quarter of fiscal 2024, a pre-tax loss of $ 2,779 was reported in “ Other income (expenses) ” in the Consolidated Statements of Earnings.

On October 31, 2024, the Company completed the sale of the extractive business, which included the manufacturing and distribution of screening products to the mining and quarrying sectors in Australia and New Zealand, which was reported in the Infrastructure segment.

On October 31, 2024, the Company completed the sale of its extractive business, which included the manufacturing and distribution of screening products to the mining and quarrying sectors in Australia and New Zealand, which was reported in the Infrastructure segment.

The Company received net proceeds of $ 5,042 Australian dollars ($ 3,330 U.S.

dollars) from this sale, with an additional $ 1,800 Australian dollars ($ 1,172 U.S.

dollars) to be received through two payments, one in the first quarter of fiscal 2025 and one in the second quarter of fiscal 2026.

dollars) at closing, with an additional $ 1,800 Australian dollars ($ 1,172 U.S.

dollars) to be received through two payments.

The first payment of $ 800 Australian dollars ($ 503 U.S.

dollars) was received in the first quarter of fiscal 2025, and the second payment is expected to be received in the second quarter of fiscal 2026.

In the fourth quarter of fiscal 2024, a pre-tax loss of $ 2,567 Australian dollars ($ 1,695 U.S.

dollars) was reported in “ Other income (expenses) ” in the Consolidated Statements of Earnings.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

On April 30, 2023, the Company completed the sale of Torrent Engineering and Equipment Company, LLC, an integrator of prepackaged pump stations in Indiana, which was reported in the Agriculture segment.

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In the second quarter of fiscal 2023, a pre-tax gain of $ 2,994 was reported in “ Other income (expenses) ” in the Consolidated Statements of Earnings.

On November 30, 2022, the Company completed the sale of Valmont SM, the offshore wind energy structures business in Denmark, which was reported in the Other segment.

The business was sold as it no longer aligned with the Company’s long-term strategic plans.

The historical annual sales, operating income, and net assets of this business were not significant enough to require discontinued operations presentation.

For the fiscal year ended December 31, 2022, the offshore wind energy structures business reported operating income of $ 2,259 .

The Company received 90,000 Danish kroner ($ 12,570 U.S.

dollars) at closing, with an additional 15,000 Danish kroner ($ 2,189 U.S.

dollars) held in escrow.

This escrow amount, subject to standard closing conditions, was released to the Company in the first quarter of fiscal 2024.

The pre-tax loss from the divestiture was reported in “Other income (expenses)” in the Consolidated Statements of Earnings for the fiscal year ended December 31, 2022.

This loss included the proceeds received, an asset recognized for the escrow funds that had not yet been released by the buyer, deal-related costs, and the net assets of the business.

As a result, the total loss was $ 12,123 .

Additionally, the Company recognized a $ 21,150 realized loss on foreign exchange translation adjustments and net investment hedges, which had previously been reported in “Shareholders’ equity” in the Consolidated Balance Sheets.

Pre-tax loss from divestitures, before recognition of currency translation loss

Recognition of cumulative currency translation loss and hedges (reclassified from OCI)

Net pre-tax loss from divestiture of offshore wind energy structures business

The transaction did not result in a tax-deductible capital loss.

(4) REALIGNMENT ACTIVITIES

In the third quarter of fiscal 2023, management initiated a plan to streamline segment support across the Company and reduce costs through an organizational realignment program (the “Realignment Program”).

The Realignment Program included a reduction in force through a voluntary early retirement program and other headcount reduction actions, all of which were completed as of December 30, 2023.

The Board of Directors authorized the incurrence of cash charges up to $ 36,000 in connection with the Realignment Program.

During the fiscal year ended December 30, 2023, the Company recorded the following pre-tax expenses related to the Realignment Program:

During 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 $ 16,066 , of which $15,390 was included in “Realignment charges” and $ 676 was included in “ Product cost of sales ” in the Consolidated Statements of Earnings.

During the fiscal year ended December 27, 2025, the Company recorded the following pre-tax expenses related to realignment activities:

Infrastructure

Severance and other employee benefit costs

Changes in liabilities recorded for the Realignment Program were as follows:

Contract/lease termination

Purchase commitment losses

Changes in liabilities recorded related to realignment activities were as follows:

Balance as of

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Severance and other employee benefit costs

Contract/lease termination

Purchase commitment losses

The Realignment Program included a reduction in force through a voluntary early retirement program and other headcount reduction actions, all of which were completed as of December 30, 2023.

The Board of Directors authorized the incurrence of cash charges up to $ 36,000 in connection with the Realignment Program.

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

During the fiscal year ended December 30, 2023, the Company recorded the following pre-tax expenses, included in “Realignment charges” in the Consolidated Statements of Earnings, related to the Realignment Program:

Infrastructure

Severance and other employee benefit costs

(5) INVENTORIES

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Total inventories

As of December 27, 2025 and December 28, 2024, the Company’s inventory reserves were $ 68,001 and $ 41,146 , respectively.

(6) PROPERTY, PLANT, AND EQUIPMENT

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Total property, plant, and equipment, at cost

Less accumulated depreciation

Total property, plant, and equipment, net

Depreciation expense for the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023 was $ 77,257 , $ 81,181 , and $ 78,138 , respectively.

(7) GOODWILL AND OTHER INTANGIBLE ASSETS

4 unchanged sentences

Balance as of December 28, 2024

Acquisition measurement period adjustment

Foreign currency translation

Balance as of December 27, 2025

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Infrastructure

2 unchanged sentences

Balance as of December 30, 2023

Acquisition measurement period adjustment

Foreign currency translation

Balance as of December 28, 2024

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

In the third quarter of fiscal 2024, the Company conducted its annual goodwill impairment assessment using a quantitative test for all reporting units, with a measurement date of September 1, 2024.

The fair values of the reporting units were estimated using a discounted cash flow analysis, which required projecting future cash flows and applying a risk-adjusted discount rate to determine the present value of the expected cash flows.

The analysis indicated that the estimated fair values of all reporting units exceeded their respective carrying amounts, and no impairment was recorded for fiscal 2024.

In the third quarter of fiscal 2023, the Company recognized impairment charges of $ 120,000 and $ 1,915 in the Agriculture and Infrastructure segments, respectively, resulting from the Company’s annual goodwill impairment assessment as of September 2, 2023.

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.

Due to the Company’s strategic exit from the North American solar tracker market, increased competitive pressures in Brazil, and uncertainty surrounding European policies, an interim goodwill impairment test was conducted for the Solar reporting unit.

The fair value of the reporting unit was 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 carrying amount of this reporting unit exceeded its estimated fair value, resulting in a goodwill impairment charge of $ 41,869 within the Infrastructure segment.

Additionally, due to a reduction in forecasted sales primarily resulting from general market weakness in Australia, an interim goodwill impairment test was also performed for the Access Systems reporting unit.

Using a discounted cash flow analysis, the Company determined that the carrying amount exceeded its estimated fair value, resulting in a goodwill impairment charge of $ 23,000 within the Infrastructure segment.

In the third quarters of fiscal 2025 and fiscal 2024, the Company performed its annual goodwill impairment assessment utilizing a quantitative test on all of its reporting units, with measurement dates of August 30, 2025 and September 1, 2024, respectively.

Based on discounted cash flow analyses, the estimated fair value of all reporting units exceeded their respective carrying values in both periods and no impairments were recorded.

In the third quarter of fiscal 2023, the Company recognized impairment charges of $ 120,000 and $ 1,915 in the Agriculture and Infrastructure segments, respectively, using a discounted cash flow analysis, resulting from the Company’s annual goodwill impairment assessment as of September 2, 2023.

Other Intangible Assets

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Non-amortizing intangible assets:

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

Amortization expenses for fiscal years 2024, 2023, and 2022 were $ 14,214 , $ 19,455 , and $ 22,120 , respectively.

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

Amortization expense for the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023 was $ 11,252 , $ 14,214 , and $ 19,455 , respectively.

Amortization expense is expected to average $ 9,166 annually over the next five fiscal years, based on amortizing intangible assets reported as of December 27, 2025.

The Company’s indefinite-lived trade names were assessed for impairment as of September 1, 2024, using the relief-from-royalty method.

Based on this evaluation, no impairments were identified for these trade names.

In the third quarter of fiscal 2023, the Company recognized an impairment charge of $ 1,656 in the Infrastructure segment as a result of the Company’s annual indefinite-lived trade name impairment assessment as of September 2, 2023.

Additionally, in the third quarter of fiscal 2023, the Company recognized an impairment charge of $ 17,273 in the Agriculture segment for a certain amortizing proprietary technology intangible asset related to the Prospera subsidiary.

(8) BANK CREDIT ARRANGEMENTS

The Company maintains various lines of credit for short-term borrowings, with a total available balance of $ 30,895 as of December 28, 2024.

As of December 28, 2024 and December 30, 2023, $ 1,669 and $ 3,205 were outstanding, respectively, and recorded as “Notes payable to banks” in the Consolidated Balance Sheets.

The interest rates on these lines of credit vary based on the banks’ cost of funds.

The weighted average interest rate on short-term borrowings was 8.14 % as of December 28, 2024.

The unused and available borrowings under these lines of credit totaled $ 29,945 as of December 28, 2024.

The banks may modify the terms of these lines of credit, with the Company’s approval.

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

Using the relief-from-royalty method, the Company determined that the carrying amounts of the trade names exceeded their estimated

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

As a result, impairment charges of $ 4,830 were recognized within the Infrastructure segment.

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.

In the third quarter of fiscal 2025 and fiscal 2024, the Company tested its indefinite-lived trade names for impairment as part of its annual impairment assessment, with measurement dates of August 30, 2025 and September 1, 2024, respectively.

The values of each trade name were determined using the relief-from-royalty method, and no trade names were determined to be impaired in either period.

In the third quarter of fiscal 2023, using the relief-from-royalty method, the Company recognized an impairment charge of $ 1,656 in the Infrastructure segment as a result of the Company’s annual indefinite-lived trade name impairment assessment as of September 2, 2023.

(8) BANK CREDIT ARRANGEMENTS

The Company maintains various lines of credit with financial institutions for short-term borrowing purposes.

As of December 27, 2025, the aggregate amount available under these lines of credit was $ 10,071 .

Outstanding borrowings under these arrangements were $ 0 and $ 1,669 as of December 27, 2025 and December 28, 2024, respectively, and are recorded as “Notes payable to banks” in the Consolidated Balance Sheets.

Borrowings under the lines of credit bear interest at variable rates based on the respective banks’ cost of funds.

The terms of the lines of credit may be modified by the banks from time to time, subject to the Company’s approval.

(9) INCOME TAXES

Earnings before income taxes and equity in loss of nonconsolidated subsidiaries for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 were as follows:

Earnings (loss) before income taxes and equity method investment loss for the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023 were as follows:

Fiscal Year Ended

United States

Earnings before income taxes and equity in loss of nonconsolidated subsidiaries

Earnings before income taxes and equity method investment loss

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Income tax expense (benefit) for the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023 consisted of:

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Total income tax expense

The reconciliations of the statutory federal income tax rate and the effective tax rate for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 were as follows:

Total income taxes paid (net of refunds) for the fiscal year ended December 27, 2025 was as follows:

Fiscal Year Ended

Statutory federal income tax rate

Aggregated state and local

Total foreign

Total net income taxes paid

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

The reconciliation of the U.S.

federal statutory income tax rate and the effective tax rate for the fiscal year ended December 27, 2025 was as follows:

Fiscal Year Ended

December 27, 2025

federal statutory income tax rate

State and local income taxes, net of federal income tax effect (a)

Domestic federal:

Nontaxable or nondeductible items

Effect of cross-border tax laws:

Deduction for worthless securities

Changes in valuation allowances

Foreign tax effects:

Goodwill impairment

Foreign jurisdictional tax rate differences

Goodwill impairment

Other foreign jurisdictions

Changes in unrecognized tax benefits

Other adjustments

Effective tax rate

(a) State taxes in Alabama, California, Georgia, Illinois, Iowa, Louisiana, Maryland, Pennsylvania, and Texas made up the majority.

The reconciliations of the U.S.

federal statutory income tax rate and the effective tax rate for the fiscal years ended December 28, 2024 and December 30, 2023 were as follows:

Fiscal Year Ended

federal statutory income tax rate

State income taxes, net of federal benefit

6 unchanged sentences

Effective tax rate

The fiscal year ended December 30, 2023 included $ 28,079 of tax expense related to non-tax deductible goodwill impairment.

The fiscal year ended December 31, 2022 included $ 8,166 of tax expense related to the divestiture of the offshore wind energy structures business for which no benefit was recorded.

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating loss and tax

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

credit carryforwards.

The tax effects of significant items comprising the Company’s net deferred income tax assets (liabilities) as of December 27, 2025 and December 28, 2024 were as follows:

1 unchanged sentence

Accrued expenses and allowances

Allowance for doubtful accounts

Tax credits and loss carryforwards

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Net deferred income tax assets

Deferred income tax assets (liabilities) were presented in the Consolidated Balance Sheets as of December 28, 2024 and December 30, 2023 as follows:

Other non-current assets

Deferred income taxes

Net deferred income tax assets

The Company’s management has reviewed recent operating results and projected future results, concluding that the realization of its net deferred tax assets is more likely than not.

6 unchanged sentences

Second, for positions that meet this threshold, the Company recognizes the largest amount of tax benefit that is more than fifty percent likely to be realized upon settlement with the relevant tax authority.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

The following summarizes the activity related to unrecognized tax benefits for the fiscal years ended December 27, 2025 and December 28, 2024:

1 unchanged sentence

Gross unrecognized tax benefits—beginning of period

Gross increases from tax positions in prior period

Gross increases (decreases) from tax positions in prior period

Gross increases from current‑period tax positions

2 unchanged sentences

Gross unrecognized tax benefits—end of period

There are approximately $ 1,747 of uncertain tax positions for which reversal is reasonably possible within the next 12 months due to the closing of statutes of limitation.

Accrued interest and penalties amounted to $ 156 and $ 383 as of December 27, 2025 and December 28, 2024, respectively.

The Company’s policy is to record interest and penalties directly related to income taxes as “Income tax expense” in the Consolidated Statements of Earnings.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

The Company files income tax returns in the U.S., various states, and foreign jurisdictions.

1 unchanged sentence

The total unrecognized tax benefits that, if recognized, would affect the effective tax rate were $ 2,643 and $ 2,993 as of December 27, 2025 and December 28, 2024, respectively.

The Organisation for Economic Co-operation and Development issued Pillar Two model rules for a global minimum tax of 15%, effective January 1, 2024.

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 U.S.

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.

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.

The Organisation for Economic Co-operation and Development (“OECD”) issued Pillar Two model rules for a global minimum tax framework, effective January 1, 2024.

While the U.S.

has not enacted legislation to adopt Pillar Two, certain countries in which the Company operates have implemented it, while others are in the process of doing so.

Pillar Two had no material impact on the Company’s fiscal 2024 effective tax rate, and the Company does not currently expect it to have a significant impact going forward.

Further, on January 5, 2026, the OECD issued administrative guidance regarding the Side-by-Side (“SbS”) Safe Harbor under Pillar Two, which is expected to exempt U.S.

companies and their subsidiaries from certain provisions of Pillar Two beginning in fiscal 2026.

The SbS Safe Harbor does not impact the Company in the current fiscal year.

However, the Company will continue to monitor regulatory developments and the implementation of the SbS Safe Harbor in the jurisdictions in which the Company operates.

In fiscal 2025, Pillar Two had no material impact on the Company’s effective tax rate, and the Company does not currently expect it to have a significant impact going forward.

(10) LONG-TERM DEBT

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The discount will be amortized and recognized as interest expense over the term of the notes as interest payments are made.

The notes may be repurchased prior to maturity, in whole or in part, at any time

The notes may be repurchased prior to maturity, in whole or in part, at any time at 100 % of their principal amount, plus a make-whole premium and accrued interest.

These notes are guaranteed by certain subsidiaries of the Company.

and Valmont Group Pty.

Ltd., as borrowers, amended and restated the revolving credit agreement with the Company’s lenders.

The maturity date of the revolving credit facility was extended to July 10, 2030.

This facility provides for $ 800,000 in committed unsecured revolving credit loans, with available borrowings of up to $ 400,000 in foreign

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

at 100 % of their principal amount, plus a make-whole premium and accrued interest.

These notes are guaranteed by certain subsidiaries of the Company.

and Valmont Group Pty.

Ltd., as borrowers, amended and restated the revolving credit agreement with the Company’s lenders.

The maturity date of the revolving credit facility was extended to October 18, 2026.

This facility provides for $ 800,000 in committed unsecured revolving credit loans, with available borrowings of up to $ 400,000 in foreign currencies.

The Company may increase the credit facility by up to an additional $ 400,000 at any time, subject to lenders agreeing to increase their commitments.

The interest rate on the borrowings will be, at the Company’s option:

(i) the term Secured Overnight Financing Rate (“SOFR”) (based on a one-, three-, or six-month interest period, as selected by the Company) plus a 10 -basis-point adjustment and a spread of 100 to 162.5 basis points, depending on the credit rating of the Company’s senior unsecured long-term debt published by S&P Global Ratings and Moody’s Investors Service, Inc.;

(i) the term Secured Overnight Financing Rate (“SOFR”), based on a one-, three-, or six-month period, as selected by the Company , and a spread of 100 to 162.5 basis points, depending on the credit rating of the Company’s senior unsecured long-term debt published by S&P Global Ratings and Moody’s Ratings;

(ii) the higher of

● the prime lending rate ,

● the overnight bank rate plus 50 basis points, and

● term SOFR (based on a one-month interest period) plus 100 basis points,

plus, in each case, 0 to 62.5 basis points, depending on the credit rating of the Company’s senior unsecured long-term debt published by S&P Global Ratings and Moody’s Investors Service, Inc.;

(iii) daily simple SOFR plus a 10 -basis-point adjustment and a spread of 100 to 162.5 basis points, depending on the credit rating of the Company’s senior unsecured long-term debt published by S&P Global Ratings and Moody’s Investors Service, Inc.

As of December 28, 2024, the Company had no outstanding borrowings under its revolving credit facility.

This facility has a maturity date of October 18, 2026 and includes a financial covenant that may limit the ability to borrow additional funds under the agreement.

As of December 28, 2024, the Company could borrow $ 799,838 under the facility, after accounting for standby letters of credit totaling $ 162 related to certain insurance obligations.

The Company also maintains short-term bank lines of credit totaling $ 30,895 , of which $ 29,226 remained unused as of December 28, 2024.

The revolving credit facility includes a financial leverage covenant, with which the Company was in compliance as of December 28, 2024.

● the overnight bank rate plus 50 basis points, or

● term SOFR (based on a one-month period) plus 100 basis points,

plus, in each case, 0 to 62.5 basis points, depending on the credit rating of the Company’s senior unsecured long-term debt published by S&P Global Ratings and Moody’s Ratings;

(iii) daily simple SOFR and a spread of 100 to 162.5 basis points, depending on the credit rating of the Company’s senior unsecured long-term debt published by S&P Global Ratings and Moody’s Ratings.

The Company maintains a revolving credit facility for general liquidity purposes including for working capital, capital expenditures, debt service, taxes, and pension contributions.

As of December 27, 2025, the Company had outstanding borrowings of $ 65,000 under its revolving credit facility.

As of December 27, 2025, the Company could borrow an additional $ 734,838 under the facility, after accounting for standby letters of credit totaling $ 162 related to certain insurance obligations.

The Company’s revolving credit facility includes a financial leverage covenant, with which the Company was in compliance as of December 27, 2025.

The minimum aggregate maturities of long-term debt for each of the five fiscal years following the fiscal year ended December 27, 2025 are as follows:

1 unchanged sentence

The obligations under the 5.00 % senior unsecured notes due in fiscal 2044, the 5.25 % senior unsecured notes due in fiscal 2054, and the revolving credit facility are guaranteed by the Company and its wholly owned subsidiaries Valmont Telecommunications, Inc., Valmont Coatings, Inc., Valmont Newmark, Inc., and Valmont Queensland Pty.

See Note 14 for further information on the fair value of the Company’s long-term debt.

(11) STOCK-BASED COMPENSATION

The Company maintains stock‑based compensation plans approved by its shareholders, which allow the Human Resources Committee of the Board of Directors to grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock units, and bonuses of common stock.

The Company administers stock‑based compensation plans that have been approved by its shareholders.

As of December 27, 2025, 1,367,546 shares of common stock remained available for issuance under the plans.

1 unchanged sentence

The Company’s policy is to issue shares upon the exercise of stock options, the vesting of restricted stock units, or the issuance of restricted stock from treasury shares held by the Company.

For the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023, the Company recorded stock-based compensation expenses of $ 24,308 , $ 29,869 , and $ 39,219 , respectively, included in “Selling, general, and administrative expenses” in the Consolidated Statements of Earnings.

The associated tax benefits recorded for these periods were $ 3,416 , $ 3,412 , and $ 7,092 , respectively.

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

For the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, the Company recorded stock-based compensation expenses of $ 29,869 , $ 39,219 , and $ 41,850 , respectively, included in “Selling, general, and administrative expenses” in the Consolidated Statements of Earnings.

The associated tax benefits recorded for these periods were $ 3,412 , $ 7,092 , and $ 10,463 , respectively.

Stock Options

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

Options vest beginning on the first anniversary of the grant date, with equal amounts vesting over three years or on the grant’s fifth anniversary.

Options vest beginning on the first anniversary of the grant date, either in equal amounts over three years or fully on the grant’s fifth anniversary.

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.

As of December 27, 2025, approximately $ 5,513 of unrecognized stock option compensation expense will be recognized over a weighted-average period of 2.38 years.

12 unchanged sentences

The weighted average per share fair value of options granted during the fiscal year ended December 27, 2025 was $ 130.22 .

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Outstanding as of December 30, 2023

3 unchanged sentences

The weighted average per share fair value of options granted during the fiscal year ended December 28, 2024 was $ 107.27 .

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Outstanding as of December 31, 2022

10 unchanged sentences

Weighted‑average per share price on grant date

Recognized compensation expense

As of December 28, 2024, the amount of deferred stock‑based compensation granted, to be recognized over a weighted‑average period of 1.66 years, was approximately $ 27,879 .

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Total intrinsic value as of December 27, 2025

The Company recognizes compensation expense for restricted stock units on a straight-line basis over the requisite service period, accounting for forfeitures as they occur.

The compensation expense for the Company’s restricted stock units totaled $ 13,195 , $ 17,141 , and $ 22,478 for the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023, respectively.

As of December 27, 2025, the amount of unrecognized stock‑based compensation granted, to be recognized over a weighted‑average period of 1.69 years, was approximately $ 28,005 .

Performance Stock Units (“PSUs”)

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however, according to the grant agreements, if certain conditions are met, the employee (or beneficiary) will receive a prorated amount based on active employment during the service period.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

During the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023, the Company granted PSU awards as follows:

2 unchanged sentences

Weighted‑average per share price on grant date

Recognized compensation expense

(12) EARNINGS PER SHARE

The table below provides a reconciliation between the earnings and average share amounts used to compute both basic and diluted earnings per share:

Total intrinsic value as of December 27, 2025

The compensation expense for the Company’s PSUs totaled $ 8,959 , $ 10,476 , and $ 13,054 for the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023, respectively.

(12) NET 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 net earnings per share:

Fiscal Year Ended

Net earnings attributable to Valmont Industries, Inc.

including change in redemption value of redeemable noncontrolling interests:

Net earnings attributable to Valmont Industries, Inc.

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Dilutive effect of various stock awards

For the fiscal year ended December 30, 2023, basic and diluted net earnings and earnings per share were impacted by the impairment of goodwill and other intangible assets of $ 136,457 after tax ($ 6.45 per share) and realignment charges of $ 26,490 after tax ($ 1.25 per share).

For the fiscal year ended December 31, 2022, basic and diluted net earnings and earnings per share were impacted by a loss from the divestiture of the offshore wind energy structures business of $ 33,273 with no associated tax benefit ($ 1.54 per share).

As of December 27, 2025, December 28, 2024, and December 30, 2023, there were 22,216 ;

and 40,564 outstanding stock options, respectively, with exercise prices exceeding the average market price of common stock during the applicable periods.

These options were excluded from the computation of diluted earnings per share.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

and 127,774 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 net earnings per share.

(13) EMPLOYEE RETIREMENT SAVINGS PLAN

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As of December 27, 2025 and December 28, 2024, the invested assets and related liabilities for these participants were $ 29,631 and $ 27,379 , respectively.

These amounts are included in “Other non-current assets” and “Deferred compensation” in the Consolidated Balance Sheets.

Distributions from the Company’s non-qualified deferred compensation plan to participants, made under the transition rules of Section 409A of the Internal Revenue Code, totaled $ 5,467 and $ 5,476 for the fiscal years ended December 28, 2024 and December 30, 2023, respectively.

These amounts are included in “Deferred compensation investments” and “Deferred compensation liabilities” in the Consolidated Balance Sheets.

Distributions from the Company’s non-qualified deferred compensation plan

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

to participants, made under the transition rules of Section 409A of the Internal Revenue Code, totaled $ 4,213 and $ 5,467 for the fiscal years ended December 27, 2025 and December 28, 2024, respectively.

All distributions were made in cash.

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As of December 28, 2024, the carrying amount of the Company’s long-term debt was $ 730,633 with an estimated fair value of approximately $ 692,877 .

See Note 10 for further information.

ASC 820 establishes a three‑level hierarchy for fair value measurements, which is based on the transparency of inputs used to value an asset or liability as of the measurement date.

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Quoted market prices are available for these securities in an active market.

The investments are included in “Other non-current assets” in the Consolidated Balance Sheets.

The investments are included in “Deferred compensation investments” in the Consolidated Balance Sheets.

Derivative Financial Instruments:

The fair values of foreign currency, commodity, and cross-currency swap derivative contracts are based on valuation models that use market-observable inputs, including forward and spot prices for commodities and currencies.

See Note 15 for further information.

Mutual Funds:

The Company has short-term investments in various mutual funds.

The Company has short-term investments in various mutual funds with readily determinable fair values.

VALMONT INDUSTRIES, INC.

15 unchanged sentences

The fair value redemption amounts of certain redeemable noncontrolling interests are measured on a recurring basis utilizing Level 3 inputs, including estimates of future revenue, operating margins, growth rates, and discount rates.

In the second quarter of fiscal 2025, the carrying values of certain long-lived assets that will no longer be utilized were reduced to their respective fair values, based on Level 3 inputs, resulting in impairment charges totaling $ 19,657 in the Infrastructure segment and $ 586 in the Agriculture segment.

Certain assets and liabilities, including goodwill, other intangible assets, and asset retirement obligations, are measured at fair value on a non-recurring basis using Level 3 inputs.

In the fourth quarter of fiscal 2025, the Company recorded approximately $ 10,254 of asset retirement obligations, primarily related to environmental remediation obligations within the Asia-Pacific region.

The fair value of these obligations was determined using Level 3 inputs, including a credit-adjusted risk-free rate, inflation assumptions, and probability-weighted estimates of potential environmental remediation scenarios.

See Note 7 for further information on goodwill and other intangible assets.

Unless otherwise specified, the Company believes the carrying values of financial instruments approximate their fair values.

(15) DERIVATIVE FINANCIAL INSTRUMENTS

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Other accrued expenses

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Gains (losses) on derivatives recognized in the Consolidated Statements of Earnings for the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023 were as follows:

1 unchanged sentence

Derivatives designated

Statements of Earnings

Statements of

as hedging instruments:

Earnings location

Commodity contracts

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Cross-currency swap contracts

Other income (expenses)

Cross-currency swap contracts

Interest expense

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Cash Flow Hedges

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 Consolidated Statements of Earnings for the period in which the hedged items are consumed.

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

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

4 unchanged sentences

7,250 short tons

January 2025 to September 2025

December 2025

210,000 MMBtu

January 2025 to March 2026

January 2026 to December 2026

Ultra-low-sulfur diesel fuel

1 unchanged sentence

December 2025 to June 2027

2,880 metric tons

January 2026 to December 2027

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

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

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

Under the spot method, the Company designated the full notional amounts of CCS as hedges for the net investment in certain European subsidiaries.

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.

2 unchanged sentences

Interest Rate

Canadian dollar

October 1, 2028

October 1, 2032

April 1, 2029

1 unchanged sentence

These proceeds will remain in AOCI until the related subsidiaries are sold or substantially liquidated.

In the third and fourth quarters of fiscal 2022, the Company settled a Danish krone net investment hedge, receiving proceeds of $ 3,532 .

Following the sale of the Company’s offshore wind energy structures business in the fourth quarter of fiscal 2022, a cumulative net investment hedge gain of $ 4,827 ($ 3,620 after tax) was reclassified from AOCI to “Other income (expenses)” in the Consolidated Statements of Earnings.

(16) WARRANTIES

The Company’s product warranty accrual represents management’s best estimate of the probable liabilities associated with its product warranties.

Historical claims data is used to estimate warranty costs at the time revenue is recognized.

The Company maintains specific reserves for identified product issues and general reserves based on historical claims experience for the remainder of the population.

Specific reserves are established when a discrete warranty matter is identified that is expected to result in incremental costs beyond the historical experience rate.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Historical claims data is used to estimate general warranty costs at the time revenue is recognized, while specific reserves are measured based on the expected cost of remediation for the identified issue.

Changes in the product warranty accrual, recorded in “Other accrued expenses” in the Consolidated Balance Sheets, for the fiscal years ended December 27, 2025 and December 28, 2024 were as follows:

4 unchanged sentences

Change in liability for pre-existing warranties

Currency translation

Balance—end of period

Warranty costs, recorded in “Product cost of sales” in the Consolidated Statements of Earnings, were $ 24,718 , $ 22,804 , and $ 19,495 for the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023, respectively.

(17) COMMITMENTS AND CONTINGENCIES

The Company and certain of its subsidiaries are subject to various legal proceedings, claims, and assessments arising in the normal course of business.

It is difficult for the Company to fully assess the potential impact of both asserted and unasserted claims on its consolidated results of operations, financial condition, or liquidity.

The Company records accruals for loss contingencies when such losses are considered probable and reasonably estimable.

The Company is involved in several litigation matters in Brazil related to its operations in the Agriculture market.

During the fourth quarter of fiscal 2025, the Company received an unfavorable ruling in the Brazilian appellate court system, which required management to reassess its loss contingency under ASC 450.

The Company is currently awaiting a motion for clarification related to the appellate court ruling, which is expected to be received in the first half of fiscal 2026.

Following receipt of the clarification, the Company will evaluate available legal options, which may include pursuing a settlement or further appeals within the Brazilian court system.

As of December 27, 2025, the Company has accrued, in aggregate, approximately $ 24,165 related to the above matters, which is included in “ Other accrued expenses ” in the Consolidated Balance Sheets.

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

The outcome of these matters cannot be predicted with certainty, and the final resolution could differ from the amount accrued.

It is possible that the Company comes to a settlement agreement for an amount less than accrued and it is also possible that the motion of clarification results in incremental losses incurred by the Company.

As such, the Company estimates that the ultimate resolution may adversely affect selling, general, and administrative expenses by up to an additional $ 10,000 in a future fiscal period, although no losses beyond the amount accrued are deemed probable at this time.

The Company continuously monitors developments in this matter and other legal proceedings and will adjust its accruals if and when additional information becomes available or circumstances change.

Subsequent to the fourth quarter of fiscal 2025, in February 2026, the Company received an inquiry from U.S.

Customs and Border Protection (“CBP”) related to the valuation methodology applied to steel tariffs from Mexico into the U.S.

The inquiry is ongoing and there has been no final determination as of the date of issuance of these Consolidated Financial Statements.

Based on management’s assessment of the facts and circumstances currently available, including the Company’s understanding of current CBP guidance, management does not believe a loss is probable or reasonably estimable as of December 27, 2025, and accordingly no accrual has been recorded.

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

(17) COMMITMENTS AND CONTINGENCIES

The Company and certain subsidiaries are currently facing various claims and lawsuits.

It is difficult for the Company to fully assess the potential impact of both asserted and unasserted claims on its consolidated results of operations, financial condition, or liquidity.

When claims are considered probable and reasonably estimable, a liability is recorded.

However, the Company does not expect that any known lawsuits, claims, environmental costs, commitments, or contingent liabilities will have a material adverse effect on its consolidated results of operations, financial condition, or liquidity.

At this time, the Company does not expect that any known lawsuits, claims, environmental costs, commitments, or contingent liabilities will have a material adverse effect on its consolidated results of operations, financial condition, or liquidity.

(18) DEFINED BENEFIT RETIREMENT PLAN

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This status reflects the difference between the projected benefit obligation (“PBO”) and the fair value of the plan’s assets.

The PBO represents the present value of benefits earned by participants to date, factoring in assumed future salary increases and inflation.

The PBO represents the present value of benefits earned by participants to date, factoring in assumed inflation.

Plan assets are measured at fair value, and because the Plan is denominated in British pounds, the Company translates the net pension asset into U.S.

dollars using exchange rates of $ 1.349 /£ and $ 1.257 /£ as of December 27, 2025 and December 28, 2024, respectively.

As of December 28, 2024, the PBO was $ 414,657 , and the net funded status was $ 46,520 recorded as a non-current asset, reflecting an actuarial gain attributed to an increase in the discount rate from the prior year.

As of December 27, 2025, the net funded status was $ 39,666 recorded as “Defined benefit pension asset” on the Consolidated Balance Sheets.

The accumulated benefit obligation (“ABO”), representing the present value of benefits earned to date without assuming future compensation growth, is equal to the PBO due to the absence of active employees in the plan.

6 unchanged sentences

Benefits paid

Actuarial gain

Currency translation loss

Actuarial loss

Currency translation gain

Fair value as of December 27, 2025

The actuarial gain decreased the PBO and resulted primarily from an increase in the discount rate from 4.50 % in fiscal 2023 to 5.50 % in fiscal 2024.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Changes in the PBO and fair value of plan assets for the period from December 30, 2023 to December 28, 2024 were as follows:

4 unchanged sentences

Benefits paid

Actuarial loss

Currency translation gain

Fair value as of December 30, 2023

The actuarial loss contributed to an increase in the PBO, primarily due to a decrease in the discount rate from 4.80 % in fiscal 2022 to 4.50 % in fiscal 2023.

The pre-tax amounts recognized in AOCI as of December 28, 2024 and December 30, 2023 included actuarial losses, as follows:

Balance as of December 31, 2022

Actuarial loss

Amortization of prior service costs

Actuarial gain

Currency translation loss

Fair value as of December 28, 2024

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

The actuarial gain decreased the PBO and resulted primarily from an increase in the discount rate from 4.50 % in fiscal 2023 to 5.50 % in fiscal 2024.

The pre-tax amounts recognized in AOCI as of December 27, 2025 and December 28, 2024 included actuarial gains (losses), as follows:

Balance as of December 30, 2023

4 unchanged sentences

Balance as of December 28, 2024

Actuarial loss

Amortization of prior service costs

Amortization of net actuarial loss

Currency translation loss

Balance as of December 27, 2025

The weighted-average actuarial assumptions used to determine the benefit obligation as of December 27, 2025 and December 28, 2024 were as follows:

5 unchanged sentences

The interest cost is calculated using the full yield curve approach, applying specific spot rates along the yield curve to estimate the present value of the pension obligations relevant to cash outflows for the corresponding year.

The expected long-term rate of return on plan assets is applied to their fair value.

The expected long-term rate of return on plan assets is applied to the fair value of plan assets for the corresponding year.

Differences between actual experience and assumptions are not recognized in net earnings immediately;

instead, they are deferred and, if necessary, amortized as pension costs.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

The components of the net periodic pension cost for the fiscal years ended December 27, 2025 and December 28, 2024 were as follows:

5 unchanged sentences

Net periodic pension cost

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

For the fiscal years ended December 27, 2025 and December 28, 2024, the weighted-average actuarial assumptions used to determine the net periodic pension cost were:

6 unchanged sentences

The expected return on plan assets considers the asset allocation mix and historical returns, factoring in current and anticipated market conditions.

The expected return increased from 4.85 % to 5.05 % for fiscal 2024, reflecting the continued shift toward more liability-matching assets.

Inflation estimates are based on expected changes in the U.K.’s CPI or RPI, depending on the relevant plan provisions.

1 unchanged sentence

In fiscal 2025, the Company completed negotiations with Plan trustees regarding annual funding.

The annual contributions to the Plan are approximately £ 13,100 ($ 16,700 ) as part of the Plan’s recovery plan, plus approximately £ 1,900 ($ 2,500 ) annually for administrative costs.

The annual contributions to the Plan are approximately £ 4,000 ($ 5,200 ) as part of the Plan’s recovery plan, depending on the Plan’s funding levels, plus approximately £ 2,400 ($ 3,200 ) annually for administrative costs.

In fiscal 2025, given the Plan’s funded status, the Company was only required to make cash contributions for administrative costs.

Benefit Payments

1 unchanged sentence

Asset Allocation Strategy

The investment strategy for the pension plan assets is to maintain a diversified portfolio that includes:

● Long-term fixed-income securities that are either investment grade or government ‑ backed,

● Common stock mutual funds for U.K.

companies, and

● Diversified growth funds that invest across various asset classes, including common stock, fixed income, real estate, and commodities.

The investment strategy for the pension plan assets is designed to balance long-term return objectives with management of interest rate and inflation risk, taking into account the Plan’s funding position, liquidity needs, and long-term objectives.

The strategy includes:

● Growth-oriented investments, with higher overall returns targeted through allocations to growth assets, including global equities, as part of the Plan’s long-term investment strategy;

● Liability-matching and risk-management investments, including liability-driven investment strategies, insurance buy-in contracts, U.K.

gilts, and cash, intended to hedge interest rate and inflation risks and support the payment of benefits as they become due.

As required by U.K.

law, the Plan has an independent trustee responsible for setting and overseeing the investment policy, in consultation with the Plan sponsor and independent advisors.

Actual asset allocations may vary over time based on market conditions, funding levels, liquidity considerations, and progress toward the Plan’s long-term objectives.

The pension plan investments are held in a trust, and as of December 27, 2025, the weighted-average maturity of the corporate bond portfolio was 12 years .

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

As required by U.K.

law, the Plan has an independent trustee responsible for setting the investment policy.

The general strategy is to allocate approximately 50 % of the Plan’s assets in common stock mutual funds and diversified growth funds, with the remaining assets in long-term fixed income securities, including corporate bonds and index-linked U.K.

The trustees regularly consult with representatives of the Plan sponsor and independent advisors on these matters.

The pension plan investments are held in a trust, and as of December 28, 2024, the weighted-average maturity of the corporate bond portfolio was 12 years .

On March 26, 2024, the Trustees of the Plan entered into an agreement with a large U.K.

10 unchanged sentences

● Bulk Annuity Insurance Policy:

The initial value of the bulk annuity insurance policy is equal to the premium paid to secure it.

The initial value of the bulk annuity insurance policy was equal to the premium paid to secure it.

This value is adjusted each reporting period based on changes in interest rates, discount rates, and benefits paid.

13 unchanged sentences

The fair value is calculated using NAV.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

As of December 27, 2025 and December 28, 2024, the pension plan assets measured at fair value on a recurring basis were as follows:

8 unchanged sentences

Corporate bonds

Corporate stock

Secured income asset funds

Total plan assets at NAV

Total plan assets

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Fair Value Measurement Using:

2 unchanged sentences

Temporary cash investments

Bulk annuity insurance policy

Total plan net assets at fair value

Plan assets at NAV:

5 unchanged sentences

Total plan assets

Changes in the Company’s Level 3 plan assets, which were recorded in other comprehensive income (loss), included:

Changes in the Company’s Level 3 plan assets in fiscal 2025, which were recorded in other comprehensive income (loss), included:

December 28, 2024

5 unchanged sentences

Bulk annuity insurance policy

Total Level 3 investments

Changes in the Company’s Level 3 plan assets in fiscal 2024, which were recorded in other comprehensive income (loss), included:

December 30, 2023

Net Realized and Unrealized Gains (Losses)

Net Purchases, Issuances, and Settlements

Net Transfers Into (Out of) Level 3

Currency Impact

December 28, 2024

Bulk annuity insurance policy

The Company is a lessee in noncancellable operating leases for plant locations, corporate and sales offices, and certain equipment.

1 unchanged sentence

At the inception of a contract, or when an existing contract is modified, the Company determines if the arrangement constitutes a lease based on whether it conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from, and has the ability to direct the use of, the asset.

At lease commencement, the Company recognizes a lease liability and a ROU asset, based on the present value of lease payments over the lease term.

At lease commencement, the Company recognizes a lease liability and a right-of-use (“ROU”) asset, based on the present value of lease payments over the lease term.

ROU assets represent the right to use the underlying asset for the lease term, while lease liabilities represent the Company’s obligation to make lease payments.

2 unchanged sentences

Lease costs are recognized on a straight-line basis over the lease term.

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

VALMONT INDUSTRIES, INC.

3 unchanged sentences

The Company has elected not to s eparate lease and non-lease components in all asset classes and does not recognize ROU assets and lease liabilities for short-term leases with a term of 12 months or less.

As of December 28, 2024, the remaining terms of the Company’s operating leases range from one year to twenty-two years , with certain leases offering renewal options of up to ten years .

As of December 27, 2025, the remaining terms of the Company’s operating leases range from one year to twenty-one years , with certain leases offering renewal options of up to ten years .

For facilities where lease terms include renewal options that are reasonably certain to be exercised, the extended term is included in the lease term.

3 unchanged sentences

Operating lease ROU assets

Other non-current assets

Operating lease right-of-use assets

Current portion of operating lease liabilities

5 unchanged sentences

Operating lease cost

Operating cash outflows from operating leases

Cash paid related to operating lease liabilities

ROU assets obtained in exchange for lease liabilities

1 unchanged sentence

Weighted-average discount rate

Operating lease cost includes approximately $ 1,800 for short-term lease costs and approximately $ 5,900 for variable lease payments in fiscal 2024.

Total lease cost also includes approximately $ 4,700 for short-term lease costs and approximately $ 7,500 for variable lease costs in fiscal 2025 which are excluded from operating lease cost above.

Maturities of operating lease liabilities as of December 27, 2025 were as follows:

5 unchanged sentences

The CODM uses operating income as the profit measure to evaluate segment performance and allocate resources across segments.

The CODM also uses operating income as an input to the overall compensation measures under the Company’s incentive compensation plans.

Segment selling, general, and administrative expenses include certain corporate expense allocations, typically based on employee headcounts and sales volumes.

7 unchanged sentences

Infrastructure :

This segment consists of the manufacture and distribution of products and solutions to serve the infrastructure markets of utility, lighting, transportation, telecommunications, and solar, along with coatings services to protect metal products.

Agriculture :

Included in the “Other” segment are the activities of the offshore wind energy structures business, which was divested in the fourth quarter of fiscal 2022.

In the fourth quarter of fiscal 2024, the Company renamed its Transmission, Distribution, and Substation product line to the Utility product line.

In 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 fiscal years 2023 and 2022 was adjusted to conform to the 2024 presentation.

As a result, Utility product line sales increased and Lighting and Transportation product line sales decreased by $ 47,902 and $ 32,533 for fiscal 2023 and fiscal 2022, respectively.

Summary by Business Segment

4 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

4 unchanged sentences

Selling, general, and administrative expenses (a)

Impairment of goodwill and other intangible assets

Realignment charges

Segment operating income

Unallocated corporate expenses

Corporate realignment charges

Total operating income

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Fiscal year ended December 30, 2023

3 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

(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 CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Fiscal year ended December 27, 2025

18 unchanged sentences

Technology Products and Services

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Fiscal year ended December 30, 2023

8 unchanged sentences

Technology Products and Services

Fiscal Year Ended

EARNINGS BEFORE INCOME TAXES AND EQUITY IN LOSS OF NONCONSOLIDATED SUBSIDIARIES:

Infrastructure

Total segment operating income

Unallocated corporate expenses

Total operating income

Net interest expense

Other income (expenses)

Earnings before income taxes and equity in loss of nonconsolidated subsidiaries

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Infrastructure

7 unchanged sentences

Total capital expenditures

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Fiscal Year Ended

14 unchanged sentences

In fiscal 2025, Australia contributed approximately 7 % of the Company’s net sales, Brazil contributed approximately 4 %, and no other foreign country accounted more than 4%.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Operating income by business segment is calculated as net sales minus identifiable operating expenses and allocations, and it includes profits from sales to other operating units of the Company.

3 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-K

Item 8. Financial Statements and Supplementary Data