17 unchanged sentences
Basis for Opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting .
+Added: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting .
Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
25 unchanged sentences
Except for information on the Company’s executive officers in Part I of this Form 10-K, the information required by Items 10, 11, and 13 is incorporated by reference from sections in the Company’s Proxy Statement, including:
−Removed: “Certain Shareholders,” “Corporate Governance,” “Board of Directors and Election of Directors,” “Board Committees,” “Compensation Discussion and Analysis,” “Compensation Risk Assessment,” “Human Resources Committee Report,” “Pay Ratio Information,” “Summary Compensation Table,” “Grants of Plan-Based Awards for Fiscal 2024,” “Outstanding Equity Awards at Fiscal Year-End,” “Options Exercised and Stock Vested in Fiscal 2024,” “Nonqualified Deferred Compensation,” “Director Compensation,” and “Potential Payments Upon Termination or Change-in-Control.”
−Removed: The Company has adopted a Code of Ethics for Senior Officers, applying to the CEO, CFO, and Controller, which is posted on the Company’s website at www.valmont.com under the “Investor Relations” link.
+Added: “Certain Shareholders,” “Corporate Governance,” “Board of Directors and Election of Directors,” “Board Committees,” “Compensation Discussion and Analysis,” “Compensation Risk Assessment,” “Human Resources Committee Report,” “Pay Ratio Information,” “Summary Compensation Table,” “Grants of Plan-Based Awards for Fiscal 2025,” “Outstanding Equity Awards at Fiscal Year-End,” “Options Exercised and Stock Vested in Fiscal 2025,” “Nonqualified Deferred Compensation,” “Director Compensation,” “Potential Payments Upon Termination or Change-in-Control,” and “Delinquent Section 16(a) Reports.”
+Added: The Company has adopted a Code of Ethics for Senior Officers, applying to the CEO, CFO, and Chief Accounting Officer, which is posted on the Company’s website at www.valmont.com under the “Investors” link.
The Company intends to meet disclosure requirements under Item 5.05 of Form 8-K for any amendments to or waivers of this Code of Ethics for Senior Officers by posting such information on the Company’s website.
24 unchanged sentences
This document was filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K (Commission file number 001-31429) dated December 13, 2022 and is incorporated herein by reference .
−Removed: Second Amended and Restated Credit Agreement, dated as of October 18, 2021, among the Company, Valmont Industries Holland B.V.
−Removed: and Valmont Group Pty Ltd., as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders party thereto together with the First Amendment dated as of May 16, 2022 and the Second Amendment dated as of February 17, 2023.
−Removed: These documents were filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K (Commission file number 001-31429) for the fiscal year ended December 30, 2023 and is incorporated herein by reference.
+Added: Third Amended and Restated Credit Agreement, dated as of July 10, 2025, among the Company, Valmont Industries Holland B.V.
+Added: and Valmont Group Pty Ltd., as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders party thereto.
+Added: This document was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file number 001-31429) dated July 10, 2025 and is incorporated herein by reference.
Indenture relating to senior debt, dated as of April 12, 2010, among Valmont Industries, Inc., the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee.
33 unchanged sentences
Exhibit 10.12
−Removed: Separation and Release Agreement between Aaron M.
−Removed: Schapper and Valmont Industries, Inc.
−Removed: dated June 7, 2024.
−Removed: This document was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file number 001-31429) dated June 7, 2024 and is incorporated herein by reference.
+Added: Separation and Release Agreement between John T.
+Added: Donahue and Valmont Industries, Inc.
+Added: dated May 14, 2025.
+Added: This document was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file number 001-31429) dated May 14, 2025 and is incorporated herein by reference.
Exhibit 10.13
+Added: Separation and Release Agreement between Diane M.
+Added: Larkin and Valmont Industries, Inc.
+Added: dated May 14, 2025.
+Added: This document was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (Commission file number 001-31429) dated May 14, 2025 and is incorporated herein by reference.
Valmont Industries, Inc.
Insider Trading Policy.
+Added: This document was filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K (Commission file number 001-31429) for the fiscal year ended December 28, 2024 and is incorporated herein by reference.
Subsidiaries of Valmont Industries, Inc.
20 unchanged sentences
FORM 10-K SUMMARY
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 25th day of February, 2025.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 23rd day of February, 2026.
VALMONT INDUSTRIES, INC.
President and Chief Executive Officer
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on the 25th day of February, 2025.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on the 23rd day of February, 2026.
Director, President and Chief Executive Officer
4 unchanged sentences
Thomas Liguori
−Removed: /s/ TIMOTHY P.
+Added: /s/ WILLIAM E.
Chief Accounting Officer
1 unchanged sentence
Deborah Caplan*
−Removed: Kaj den Daas*
Joan Robinson-Berry*
−Removed: Applbaum, by signing his name hereto, signs the Annual Report on behalf of each of the directors indicated on this the 25th day of February, 2025.
+Added: Applbaum, by signing his name hereto, signs the Annual Report on behalf of each of the directors indicated on this the 23rd day of February, 2026.
A Power of Attorney authorizing Avner M.
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.