VALMONT INDUSTRIES INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Valmont Industries, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Valmont Industries, Inc. and subsidiaries (the “Company”) as of December 27, 2025 and December 28, 2024, the related consolidated statements of earnings, comprehensive income, shareholders’ equity and redeemable noncontrolling interests, and cash flows, for each of the three years in the period ended December 27, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 27, 2025 and December 28, 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 27, 2025, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 27, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Goodwill — Refer to Notes 1 and 7 to the consolidated financial statements Critical Audit Matter Description 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. 38 Table of Contents 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. 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 three reporting units. How the Critical Audit Matter Was Addressed in the Audit 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 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. In addition, we developed a range of independent estimates and compared those to the discount rates selected by management. /s/ DELOITTE & TOUCHE LLP Omaha, Nebraska February 23, 2026 We have served as the Company’s auditor since 1996. ​ 39 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Dollars in thousands, except per-share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 27, ​ December 28, ​ December 30, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Product sales ​ $ 3,670,596 ​ $ 3,660,779 ​ $ 3,772,835 Service sales ​ 433,506 ​ 414,255 ​ 401,763 Net sales ​ 4,104,102 ​ 4,075,034 ​ 4,174,598 Product cost of sales ​ 2,610,771 ​ 2,580,083 ​ 2,672,740 Service cost of sales ​ 253,395 ​ 253,739 ​ 265,824 Total cost of sales ​ 2,864,166 ​ 2,833,822 ​ 2,938,564 Gross profit ​ 1,239,936 ​ 1,241,212 ​ 1,236,034 Selling, general, and administrative expenses ​ 717,633 ​ 716,628 ​ 768,423 Impairment of long-lived assets ​ 91,337 ​ — ​ 140,844 Realignment charges ​ ​ 15,390 ​ — ​ 35,210 Operating income ​ 415,576 ​ 524,584 ​ 291,557 Other income (expenses): ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ( 40,542 ) ​ ( 58,722 ) ​ ( 56,808 ) Interest income ​ 8,189 ​ 7,183 ​ 6,230 Gain on deferred compensation investments ​ 3,587 ​ 3,634 ​ 3,564 Gain (loss) on divestitures ​ ​ — ​ ​ ( 4,474 ) ​ ​ 2,994 Other ​ ( 9,168 ) ​ ( 3,524 ) ​ ( 11,085 ) Total other expenses ​ ( 37,934 ) ​ ( 55,903 ) ​ ( 55,105 ) Earnings before income taxes and equity method investment loss ​ 377,642 ​ 468,681 ​ 236,452 Income tax expense (benefit): ​ ​ ​ ​ ​ ​ Current ​ 43,060 ​ 142,633 ​ 108,770 Deferred ​ ( 19,196 ) ​ ( 24,655 ) ​ ( 18,649 ) Total income tax expense ​ 23,864 ​ 117,978 ​ 90,121 Earnings before equity method investment loss ​ 353,778 ​ 350,703 ​ 146,331 Equity method investment loss ​ ​ ( 90 ) ​ ​ ( 79 ) ​ ​ ( 1,419 ) Net earnings ​ 353,688 ​ 350,624 ​ 144,912 Loss (earnings) attributable to redeemable noncontrolling interests ​ ( 3,415 ) ​ ( 2,365 ) ​ 5,937 Net earnings attributable to Valmont Industries, Inc. ​ $ 350,273 ​ $ 348,259 ​ $ 150,849 Net earnings attributable to Valmont Industries, Inc. per share: ​ ​ ​ ​ ​ ​ Basic ​ $ 16.91 ​ $ 17.31 ​ $ 6.85 Diluted ​ $ 16.79 ​ $ 17.19 ​ $ 6.78 See accompanying Notes to Consolidated Financial Statements. ​ 40 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 27, ​ December 28, ​ December 30, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net earnings ​ $ 353,688 ​ $ 350,624 ​ $ 144,912 Other comprehensive income (loss), net of tax: ​ ​ ​ ​ ​ ​ Foreign currency translation adjustments: ​ ​ ​ ​ ​ ​ Unrealized translation gain (loss) ​ ​ 58,275 ​ ​ ( 70,145 ) ​ ​ 25,261 Hedging activities: ​ ​ ​ ​ ​ ​ ​ ​ Unrealized gain (loss) on commodity hedges ​ 1,272 ​ ( 3,321 ) ​ ( 2,227 ) Realized loss (gain) on commodity hedges included in net earnings ​ ( 199 ) ​ 2,255 ​ 5,288 Unrealized gain (loss) on cross currency swaps ​ ​ ( 6,970 ) ​ ​ 1,475 ​ ​ ( 2,119 ) Amortization cost included in interest expense ​ ( 48 ) ​ ( 48 ) ​ ( 52 ) Total hedging activities ​ ​ ( 5,945 ) ​ ​ 361 ​ ​ 890 Net gain (loss) on defined benefit pension plan ​ ( 9,213 ) ​ 9,569 ​ ( 23,326 ) Total other comprehensive income (loss), net of tax ​ 43,117 ​ ( 60,215 ) ​ 2,825 Comprehensive income ​ 396,805 ​ 290,409 ​ 147,737 Comprehensive loss (income) attributable to redeemable noncontrolling interests ​ ( 4,272 ) ​ ( 1,689 ) ​ 4,785 Comprehensive income attributable to Valmont Industries, Inc. ​ $ 392,533 ​ $ 288,720 ​ $ 152,522 See accompanying Notes to Consolidated Financial Statements. ​ 41 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except par value) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 28, ​ ​ 2025 ​ ​ ​ 2024 ASSETS ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 187,140 ​ $ 164,315 Receivables, less allowance of $ 54,991 and $ 30,408 , respectively ​ 590,127 ​ 654,360 Inventories ​ 566,396 ​ 590,263 Contract assets ​ 266,922 ​ 187,257 Income taxes receivable ​ 38,365 ​ 4,756 Prepaid expenses and other current assets ​ 70,698 ​ 82,441 Total current assets ​ 1,719,648 ​ 1,683,392 Property, plant, and equipment, at cost ​ 1,640,608 ​ 1,502,017 Less accumulated depreciation ​ ( 966,745 ) ​ ( 913,045 ) Property, plant, and equipment, net ​ 673,863 ​ 588,972 Goodwill ​ 570,954 ​ 623,847 Other intangible assets, net ​ 121,341 ​ 134,082 Defined benefit pension asset ​ ​ 39,666 ​ 46,520 Operating lease right-of-use assets ​ ​ 139,857 ​ ​ 146,916 Deferred compensation investments ​ ​ 29,631 ​ ​ 27,379 Non-current deferred tax asset ​ ​ 57,751 ​ ​ 37,909 Other non-current assets ​ 16,618 ​ 40,955 Total assets ​ $ 3,369,329 ​ $ 3,329,972 ​ ​ ​ ​ ​ ​ ​ LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ Current installments of long-term debt ​ $ 513 ​ $ 692 Notes payable to banks ​ — ​ 1,669 Mandatorily redeemable financial instrument ​ ​ 8,922 ​ — Accounts payable ​ 359,539 ​ 372,197 Accrued employee compensation and benefits ​ 128,155 ​ 143,028 Contract liabilities ​ 52,013 ​ 126,932 Other accrued expenses ​ 156,596 ​ 132,379 Income taxes payable ​ ​ 12,604 ​ ​ 22,509 Dividends payable ​ 13,278 ​ 12,019 Total current liabilities ​ 731,620 ​ 811,425 Deferred income taxes ​ 5,316 ​ 6,344 Long-term debt, excluding current installments ​ 795,150 ​ 729,941 Operating lease liabilities ​ 130,007 ​ 134,534 Deferred compensation liabilities ​ 29,631 ​ 27,379 Other non-current liabilities ​ 35,320 ​ 26,736 Total liabilities ​ ​ 1,727,044 ​ ​ 1,736,359 Redeemable noncontrolling interests ​ 9,498 ​ 51,519 Shareholders’ equity: ​ ​ ​ ​ Common stock of $ 1 par value, authorized 75,000,000 shares; issued 27,900,000 shares ​ 27,900 ​ 27,900 Retained earnings ​ 3,156,235 ​ 2,940,838 Accumulated other comprehensive loss ​ ( 290,515 ) ​ ( 332,775 ) Treasury stock ​ ( 1,260,833 ) ​ ( 1,093,869 ) Total shareholders’ equity ​ ​ 1,632,787 ​ ​ 1,542,094 Total liabilities, redeemable noncontrolling interests, and shareholders’ equity ​ $ 3,369,329 ​ $ 3,329,972 See accompanying Notes to Consolidated Financial Statements. ​ 42 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 27, ​ December 28, ​ December 30, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ Net earnings ​ $ 353,688 ​ $ 350,624 ​ $ 144,912 Adjustments to reconcile net earnings to net cash flows from operating activities: ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 88,509 ​ 95,395 ​ 98,708 Contribution to defined benefit pension plan ​ ( 3,159 ) ​ ( 19,599 ) ​ ( 17,345 ) Impairment of long-lived assets ​ 91,337 ​ — ​ 140,844 Loss (gain) on divestitures ​ ​ — ​ 4,474 ​ ( 2,994 ) Stock-based compensation ​ 24,308 ​ 29,869 ​ 39,219 Net periodic pension cost ​ 1,052 ​ 640 ​ 249 Loss (gain) on sale of property, plant, and equipment ​ ( 545 ) ​ 7,619 ​ 973 Equity method investment loss ​ 90 ​ 79 ​ 1,419 Deferred income taxes ​ ( 19,196 ) ​ ( 24,655 ) ​ ( 18,649 ) Other, net ​ 2,824 ​ — ​ — Changes in assets and liabilities: ​ ​ ​ ​ ​ ​ ​ Receivables ​ 82,466 ​ ( 29,474 ) ​ ( 46,308 ) Inventories ​ 39,442 ​ 45,643 ​ 88,433 Contract assets ​ ( 79,804 ) ​ ( 11,844 ) ​ ( 1,230 ) Prepaid expenses and other assets (current and non-current) ​ 21,850 ​ 613 ​ ( 26,161 ) Accounts payable ​ ( 26,334 ) ​ 24,801 ​ ( 10,529 ) Contract liabilities (current and non-current) ​ ( 80,504 ) ​ 63,682 ​ ( 106,884 ) Accrued expenses ​ 3,558 ​ 8,205 ​ 22,591 Current income taxes ​ ( 43,019 ) ​ 18,827 ​ 13,746 Other non-current liabilities ​ ( 79 ) ​ 7,779 ​ ( 14,219 ) Net cash flows from operating activities ​ 456,484 ​ 572,678 ​ 306,775 Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Purchases of property, plant, and equipment ​ ( 145,035 ) ​ ( 79,451 ) ​ ( 96,771 ) Proceeds from divestitures, net of cash divested ​ ​ — ​ 3,830 ​ 6,369 Proceeds from sales of assets ​ 2,176 ​ 643 ​ 1,710 Proceeds from property damage insurance claims ​ ​ 1,408 ​ — ​ 7,468 Acquisitions, net of cash acquired ​ — ​ — ​ ( 32,676 ) Other, net ​ ​ ( 1,288 ) ​ ( 3,900 ) ​ ( 1,381 ) Net cash flows from investing activities ​ ( 142,739 ) ​ ( 78,878 ) ​ ( 115,281 ) Cash flows from financing activities: ​ ​ ​ ​ ​ ​ Proceeds from short-term borrowings ​ 2,840 ​ 15,041 ​ 30,785 Repayments on short-term borrowings ​ ( 4,492 ) ​ ( 16,526 ) ​ ( 34,083 ) Proceeds from long-term borrowings ​ 215,785 ​ 30,009 ​ 370,012 Principal repayments on long-term borrowings ​ ( 151,563 ) ​ ( 408,080 ) ​ ( 134,748 ) Proceeds from settlement of financial derivatives ​ — ​ 2,711 ​ — Dividends paid ​ ( 52,481 ) ​ ( 48,358 ) ​ ( 49,515 ) Dividends to redeemable noncontrolling interests ​ ( 698 ) ​ ( 664 ) ​ ( 662 ) Purchases of redeemable noncontrolling interests ​ ( 101,771 ) ​ ( 17,745 ) ​ — Repurchases of common stock ​ ( 198,089 ) ​ ( 70,069 ) ​ ( 345,279 ) Proceeds from exercises under stock plans ​ 6,354 ​ 6,632 ​ 5,841 Tax withholdings on exercises under stock plans ​ ( 12,896 ) ​ ( 13,075 ) ​ ( 18,756 ) Other, net ​ ​ ( 1,851 ) ​ ( 2,436 ) ​ — Net cash flows from financing activities ​ ( 298,862 ) ​ ( 522,560 ) ​ ( 176,405 ) Effect of exchange rate changes on cash and cash equivalents ​ 7,942 ​ ( 9,966 ) ​ 2,546 Net change in cash and cash equivalents ​ 22,825 ​ ( 38,726 ) ​ 17,635 Cash and cash equivalents—beginning of period ​ 164,315 ​ 203,041 ​ 185,406 Cash and cash equivalents—end of period ​ $ 187,140 ​ $ 164,315 ​ $ 203,041 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental disclosures of cash flow information: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest paid ​ $ 38,997 ​ $ 57,709 ​ $ 55,541 Income taxes paid ​ ​ 84,228 ​ ​ 125,548 ​ ​ 103,697 See accompanying Notes to Consolidated Financial Statements. 43 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Dollars in thousands, except per-share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ other ​ ​ ​ ​ Total ​ Redeemable ​ ​ Common ​ paid-in ​ Retained ​ comprehensive ​ Treasury ​ shareholders’ ​ noncontrolling ​ ​ stock ​ capital ​ earnings ​ loss ​ stock ​ equity ​ interests Balance as of December 31, 2022 ​ $ 27,900 ​ $ — ​ $ 2,593,039 ​ $ ( 274,909 ) ​ $ ( 765,183 ) ​ $ 1,580,847 ​ $ 60,865 Net earnings (loss) ​ — ​ — ​ 150,849 ​ — ​ — ​ 150,849 ​ ( 5,937 ) Other comprehensive income, net of tax ​ — ​ — ​ — ​ 1,673 ​ — ​ 1,673 ​ 1,152 Cash dividends declared ($ 2.40 per share) ​ — ​ — ​ ( 49,898 ) ​ — ​ — ​ ( 49,898 ) ​ — Change in redemption value of redeemable noncontrolling interest ​ ​ — ​ ​ — ​ ​ ( 7,374 ) ​ ​ — ​ ​ ​ ​ ​ ( 7,374 ) ​ ​ 7,374 Dividends to redeemable noncontrolling interests ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 662 ) Repurchases of common stock; 1,282,706 shares acquired ​ — ​ — ​ ( 30,000 ) ​ — ​ ( 318,121 ) ​ ​ ( 348,121 ) ​ ​ — Stock option and incentive plans ​ ​ — ​ ​ — ​ ​ ( 13,010 ) ​ ​ — ​ ​ 39,314 ​ 26,304 ​ — Balance as of December 30, 2023 ​ 27,900 ​ — ​ 2,643,606 ​ ( 273,236 ) ​ ( 1,043,990 ) ​ 1,354,280 ​ 62,792 Net earnings ​ — ​ — ​ 348,259 ​ — ​ — ​ 348,259 ​ 2,365 Other comprehensive loss, net of tax ​ — ​ — ​ — ​ ( 59,539 ) ​ — ​ ( 59,539 ) ​ ( 676 ) Cash dividends declared ($ 2.40 per share) ​ — ​ — ​ ( 48,251 ) ​ — ​ — ​ ( 48,251 ) ​ — Purchases of redeemable noncontrolling interests ​ ​ — ​ ​ ( 147 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 147 ) ​ ​ ( 17,598 ) Dividends to redeemable noncontrolling interests ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 664 ) Fair value adjustment on redeemable noncontrolling interests ​ ​ — ​ ​ — ​ ​ ( 5,300 ) ​ ​ — ​ ​ — ​ ​ ( 5,300 ) ​ ​ 5,300 Repurchases of common stock; 339,973 shares acquired ​ — ​ 21,074 ​ — ​ — ​ ( 91,707 ) ​ ( 70,633 ) ​ — Stock option and incentive plans ​ ​ — ​ ​ ( 20,927 ) ​ ​ 2,524 ​ ​ — ​ ​ 41,828 ​ ​ 23,425 ​ ​ — Balance as of December 28, 2024 ​ 27,900 ​ — ​ 2,940,838 ​ ( 332,775 ) ​ ( 1,093,869 ) ​ 1,542,094 ​ 51,519 Net earnings ​ — ​ — ​ 350,273 ​ — ​ — ​ 350,273 ​ 3,415 Other comprehensive income, net of tax ​ — ​ — ​ — ​ 42,260 ​ — ​ 42,260 ​ 857 Cash dividends declared ($ 2.72 per share) ​ — ​ — ​ ( 53,740 ) ​ — ​ — ​ ( 53,740 ) ​ — Purchases of redeemable noncontrolling interests ​ ​ — ​ ​ — ​ ​ ( 43,598 ) ​ ​ — ​ ​ — ​ ​ ( 43,598 ) ​ ​ ( 67,095 ) Fair value adjustment on redeemable noncontrolling interests ​ ​ — ​ ​ — ​ ​ ( 6,011 ) ​ ​ — ​ ​ — ​ ​ ( 6,011 ) ​ ​ 6,011 Change in redemption value of redeemable noncontrolling interests ​ ​ — ​ ​ — ​ ​ ( 15,489 ) ​ ​ — ​ ​ — ​ ​ ( 15,489 ) ​ ​ 15,489 Dividends to redeemable noncontrolling interests ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 698 ) Repurchases of common stock; 607,583 shares acquired ​ — ​ — ​ — ​ — ​ ( 200,767 ) ​ ( 200,767 ) ​ — Stock option and incentive plans ​ ​ — ​ ​ — ​ ​ ( 16,038 ) ​ ​ — ​ ​ 33,803 ​ ​ 17,765 ​ ​ — Balance as of December 27, 2025 ​ $ 27,900 ​ $ — ​ $ 3,156,235 ​ $ ( 290,515 ) ​ $ ( 1,260,833 ) ​ $ 1,632,787 ​ $ 9,498 See accompanying Notes to Consolidated Financial Statements. ​ ​ 44 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The Consolidated Financial Statements include the accounts of Valmont Industries, Inc. and its controlled subsidiaries (collectively, “Valmont” or the “Company”). Investments in affiliates and joint ventures, where the Company exercises significant influence but lacks control or is not the primary beneficiary, are accounted for using the equity method. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates In preparing the Consolidated Financial Statements in accordance with generally accepted accounting principles, the Company’s management has made various estimates and assumptions. These estimates affect the reporting of assets and liabilities, the recognition of revenue and expenses, and the disclosure of contingent assets and liabilities. Actual results may differ from these estimates. Fiscal Year 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 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 As of December 27, 2025 and December 28, 2024, cash book overdrafts totaling $ 19,400 and $ 23,492 , respectively, were classified as “Accounts payable” in the Consolidated Balance Sheets. The Company’s policy is to report changes in book overdrafts as “Cash flows from operating activities” in the Consolidated Statements of Cash Flows. Receivables Receivables are reported in the Consolidated Balance Sheets net of any allowances for credit losses. Allowances are maintained at levels deemed appropriate based on an evaluation of outstanding receivables, considering factors such as the age of the receivables, prevailing economic conditions, and customer credit quality. As the Company’s international business has expanded, its exposure to potential losses in international markets has also increased. 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. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Charged to ​ ​ ​ Currency ​ ​ ​ Deductions ​ ​ ​ ​ ​ ​ Beginning ​ Profit and ​ Translation ​ from ​ Ending Fiscal year ended: ​ Period Balance ​ Loss ​ Adjustment ​ Reserves ​ Period Balance December 27, 2025 ​ $ 30,408 ​ $ 40,009 ​ $ 4,361 ​ $ ( 19,787 ) ​ $ 54,991 December 28, 2024 ​ 32,897 ​ ​ 5,133 ​ ​ ( 3,190 ) ​ ​ ( 4,432 ) ​ ​ 30,408 December 30, 2023 ​ 20,890 ​ 17,657 ​ 911 ​ ( 6,561 ) ​ 32,897 ​ The Company sells trade accounts receivable at a discount through uncommitted sale programs to third-party financial institutions without recourse. As these accounts receivable are sold without recourse, the Company does not retain the associated risks after the transfer. 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 . 45 Table of Contents 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. The cash proceeds from these sales are reflected in “Cash flows from operating activities” in the Consolidated Statements of Cash Flows. 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. Inventories 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 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: ● Buildings and improvements: 10 to 30 years ● Machinery and equipment: 3 to 15 years ● Transportation equipment: 5 to 10 years ● Office furniture and equipment: 3 to 7 years ● Intangible assets: 2 to 20 years 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. This assessment includes estimating after-tax operating cash flows (net of capital expenditures) and discounting them to present value. Indefinite‑lived intangible assets are evaluated separately from goodwill using a relief-from-royalty method as part of the annual impairment testing. Significant changes in assumptions related to a reporting unit’s goodwill or indefinite‑lived intangible assets may trigger a re-evaluation for potential impairment. 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 2025 and fiscal 2023, see Note 7. Income Taxes The Company calculates deferred income taxes using the asset and liability method. This method recognizes deferred tax assets and liabilities based on temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates. 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. 46 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) Warranties 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. As of December 27, 2025 and December 28, 2024, the accumulated other comprehensive income (loss) (“AOCI”) consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 28, ​ ​ 2025 ​ ​ ​ 2024 Foreign currency translation adjustments ​ $ ( 248,741 ) ​ $ ( 306,159 ) Hedging activities ​ ​ 15,405 ​ ​ 21,350 Defined benefit pension plan ​ ​ ( 57,179 ) ​ ​ ( 47,966 ) Accumulated other comprehensive loss ​ $ ( 290,515 ) ​ $ ( 332,775 ) ​ Revenue Recognition The Company evaluates each customer contract to determine the appropriate revenue recognition model based on its type, terms, and conditions. 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 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 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. Shipping and handling costs are included in cost of sales, with freight considered a fulfillment obligation rather than a separate performance obligation. Freight expenses are recognized proportionally as the structure is manufactured, in line with revenue recognized from the associated customer contract over time. Except for the Utility, Solar, and Telecommunications product lines, inventory is interchangeable among the various customers within each segment. 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. Most customers are invoiced upon shipment or delivery of goods to their specified locations. Contract assets are recognized as revenue is earned over time and are reduced when the customer is invoiced. As of December 27, 2025 and December 28, 2024, the Company’s contract assets totaled $ 266,922 and $ 187,257 , respectively, and were recorded as “Contract assets” in the Consolidated Balance Sheets. Certain customers are invoiced through advance or progress billings. When the progress toward performance obligations is less than the amount billed to the customer, the excess is recorded as a contract liability. As of December 27, 2025, total contract liabilities were $ 52,475 , with $ 52,013 recorded as “Contract liabilities” and $ 462 as “Other non-current 47 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) liabilities” in the Consolidated Balance Sheets. As of December 28, 2024, total contract liabilities were $ 130,696 , with $ 126,932 recorded as “Contract liabilities” and $ 3,764 as “Other non-current liabilities” in the 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. These obligations are expected to be fulfilled within the next 12 to 24 months . Segment and Product Line Revenue Recognition Infrastructure Segment 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. 48 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (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 The disaggregation of revenue by product line is provided in Note 20. A breakdown of revenue recognized over time and at a point in time by segment for the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 27, 2025 ​ December 28, 2024 ​ December 30, 2023 ​ ​ ​ ​ Point in Time ​ Over Time ​ Point in Time ​ Over Time ​ Point in Time ​ Over Time Infrastructure ​ $ 1,612,552 ​ $ 1,477,180 ​ $ 1,656,355 ​ $ 1,342,026 ​ $ 1,744,139 ​ $ 1,255,498 Agriculture ​ 978,828 ​ 35,542 ​ 1,043,960 ​ 32,693 ​ 1,144,633 ​ 30,328 Total net sales ​ $ 2,591,380 ​ $ 1,512,722 ​ $ 2,700,315 ​ $ 1,374,719 ​ $ 2,888,772 ​ $ 1,285,826 ​ Equity Method Investments The Company has equity method investments in non-consolidated subsidiaries, which are recorded as “Other non-current assets” in the Consolidated Balance Sheets. Treasury Stock 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”). 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 Research and development costs are expensed as incurred and included in “Selling, general, and administrative expenses” in the Consolidated Statements of Earnings. For the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023, research and development costs were approximately $ 33,000 , $ 59,000 , and $ 55,000 , respectively. Supplier Finance Program In fiscal 2019, the Company entered into an agreement with a third-party financial institution to facilitate a supplier finance program. 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 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 49 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) 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. 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 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 28, ​ ​ 2025 ​ ​ ​ 2024 Confirmed obligations outstanding—beginning of period ​ $ 45,602 ​ $ 41,916 Invoices confirmed ​ 275,948 ​ 216,731 Confirmed invoices paid ​ ( 265,226 ) ​ ( 213,045 ) Confirmed obligations outstanding—end of period ​ $ 56,324 ​ $ 45,602 ​ Redeemable Noncontrolling Interests Noncontrolling interests with redemption features that are not solely within the Company’s control are classified as redeemable noncontrolling interests. The Company has redeemable noncontrolling interests in certain entities. 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. The redemption amount and effective date of these rights vary according to the applicable operating agreements, with some redeemable at fair value and some redeemable at amounts other than fair value. As a result of these redemption features, the Company records the noncontrolling interests as redeemable and classifies the balances in temporary equity in the 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 using the maximum redemption value. 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 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. 50 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) Recently Adopted Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . 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. 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. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update aims to enhance expense disclosures by providing more detailed information on the types of expenses within commonly presented categories. The guidance is effective on both a prospective and retrospective basis for the fiscal year ending December 25, 2027, with early adoption permitted. 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 Acquisitions of Businesses On August 31, 2023, the Company acquired HR Products for $ 58,044 Australian dollars ($ 37,302 United States (“U.S.”) dollars) in cash, net of cash acquired, and subject to working capital adjustments. Of the purchase price, $ 7,200 Australian dollars ($ 4,626 U.S. dollars) was withheld at closing as a retention fund to address contingencies and potential disagreements. 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. This acquisition strengthens the Company’s position in the critical agriculture market of Australia by expanding its geographic footprint and bolstering its aftermarket parts presence. The acquired customer relationships will be amortized over 13 years . Goodwill resulting from the acquisition was not tax-deductible and was attributed to anticipated synergies and other intangibles that did not qualify for separate recognition. The Company finalized the purchase price allocation in the third quarter of fiscal 2024. 51 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) The following table summarizes the fair values of the assets acquired and liabilities assumed from HR Products as of the date of acquisition: ​ ​ ​ ​ ​ ​ ​ August 31, ​ ​ 2023 Current assets ​ $ 24,153 Property, plant, and equipment ​ 1,397 Goodwill ​ 9,508 Customer relationships ​ ​ 11,503 Other non-current assets ​ 3,997 Total fair value of assets acquired ​ ​ 50,558 Current liabilities ​ 4,183 Deferred income taxes ​ 3,046 Operating lease liabilities ​ 2,792 Total fair value of liabilities assumed ​ ​ 10,021 Net assets acquired ​ $ 40,537 ​ 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 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. 52 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (3) DIVESTITURES On November 25, 2024, the Company completed the sale of George Industries, a coatings and anodizing company in California, which was reported in the Infrastructure segment. The Company received net proceeds of $ 500 from this sale. 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 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) 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. 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. The Company received net proceeds of $ 6,369 from this sale. 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. (4) REALIGNMENT ACTIVITIES 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 ​ Agriculture ​ Corporate ​ Total Severance and other employee benefit costs ​ $ 3,423 ​ $ 2,940 ​ $ 4,904 ​ $ 11,267 Contract/lease termination ​ ​ 1,324 ​ ​ — ​ ​ — ​ ​ 1,324 Purchase commitment losses ​ ​ 3,475 ​ ​ — ​ ​ — ​ ​ 3,475 ​ ​ $ 8,222 ​ $ 2,940 ​ $ 4,904 ​ $ 16,066 ​ Changes in liabilities recorded related to realignment activities were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of ​ ​ ​ Recognized ​ ​ ​ Costs Paid or ​ ​ ​ Balance as of ​ ​ December 28, ​ Realignment ​ Otherwise ​ December 27, ​ ​ 2024 ​ Expense ​ Settled ​ 2025 Severance and other employee benefit costs ​ $ — $ 11,267 ​ $ ( 6,558 ) ​ $ 4,709 Contract/lease termination ​ ​ — ​ ​ 1,324 ​ ​ ( 936 ) ​ ​ 388 Purchase commitment losses ​ ​ — ​ ​ 3,475 ​ ​ — ​ ​ 3,475 ​ ​ $ — ​ $ 16,066 ​ $ ( 7,494 ) ​ $ 8,572 ​ 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. 53 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (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 ​ Agriculture ​ Corporate ​ Total Severance and other employee benefit costs ​ $ 17,260 ​ $ 9,101 ​ $ 8,849 ​ $ 35,210 ​ ​ (5) INVENTORIES As of December 27, 2025 and December 28, 2024, inventories consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 28, ​ ​ 2025 ​ ​ ​ 2024 Raw materials and purchased parts ​ $ 253,594 ​ $ 231,811 Work in process ​ 36,388 ​ 35,466 Finished and manufactured goods ​ 276,414 ​ 322,986 Total inventories ​ $ 566,396 ​ $ 590,263 ​ 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 As of December 27, 2025 and December 28, 2024, property, plant, and equipment, at cost, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 28, ​ ​ 2025 ​ ​ ​ 2024 Land and improvements ​ $ 135,997 ​ $ 118,199 Buildings and improvements ​ 430,563 ​ 405,710 Machinery and equipment ​ 804,232 ​ 738,329 Transportation equipment ​ 31,749 ​ 29,825 Office furniture and equipment ​ 133,338 ​ 135,344 Construction in progress ​ 104,729 ​ 74,610 Total property, plant, and equipment, at cost ​ ​ 1,640,608 ​ ​ 1,502,017 Less accumulated depreciation ​ ​ ( 966,745 ) ​ ( 913,045 ) Total property, plant, and equipment, net ​ $ 673,863 ​ $ 588,972 ​ 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 Goodwill As of December 27, 2025 and December 28, 2024, the carrying amounts of goodwill by segment were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure ​ Agriculture ​ Total Gross balance as of December 28, 2024 ​ $ 470,988 ​ $ 322,241 ​ $ 793,229 Accumulated impairment losses ​ ( 49,382 ) ​ ( 120,000 ) ​ ( 169,382 ) Balance as of December 28, 2024 ​ 421,606 ​ 202,241 ​ ​ 623,847 Impairment ​ ( 64,869 ) ​ — ​ ( 64,869 ) Foreign currency translation ​ 10,850 ​ 1,126 ​ 11,976 Balance as of December 27, 2025 ​ $ 367,587 ​ $ 203,367 ​ $ 570,954 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 54 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) ​ ​ Infrastructure ​ Agriculture ​ Total Gross balance as of December 30, 2023 ​ $ 478,663 ​ $ 323,683 ​ $ 802,346 Accumulated impairment losses ​ ( 49,382 ) ​ ( 120,000 ) ​ ( 169,382 ) Balance as of December 30, 2023 ​ 429,281 ​ 203,683 ​ 632,964 Acquisition measurement period adjustment ​ — ​ 331 ​ 331 Divestiture ​ ​ ( 1,509 ) ​ ​ — ​ ​ ( 1,509 ) Foreign currency translation ​ ( 6,166 ) ​ ( 1,773 ) ​ ( 7,939 ) Balance as of December 28, 2024 ​ $ 421,606 ​ $ 202,241 ​ $ 623,847 ​ 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 As of December 27, 2025 and December 28, 2024, the components of other intangible assets were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, 2025 December 28, 2024 ​ ​ Gross ​ ​ ​ Gross ​ ​ ​ ​ ​ Carrying ​ Accumulated Carrying ​ Accumulated ​ ​ ​ ​ Amount ​ ​ ​ Amortization Amount ​ ​ ​ Amortization Amortizing intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer relationships ​ $ 219,631 ​ $ 165,514 ​ $ 230,063 ​ $ 166,516 Patents and proprietary technology ​ 28,166 ​ 16,374 ​ 26,225 ​ 13,829 Trade names ​ — ​ ​ — ​ 2,870 ​ 2,654 Other ​ 614 ​ 594 ​ 4,430 ​ 4,245 Non-amortizing intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trade names ​ ​ 55,412 ​ ​ — ​ ​ 57,738 ​ ​ — ​ ​ $ 303,823 ​ $ 182,482 ​ $ 321,326 ​ $ 187,244 ​ 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. 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 55 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) fair values. 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. 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 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 (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 ​ ​ December 27, ​ December 28, ​ December 30, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 United States ​ $ 417,532 ​ $ 328,953 ​ $ 195,491 Foreign ​ ( 39,890 ) ​ 139,728 ​ 40,961 Earnings before income taxes and equity method investment loss ​ $ 377,642 ​ $ 468,681 ​ $ 236,452 ​ 56 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 27, ​ December 28, ​ December 30, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Current: ​ ​ ​ ​ ​ ​ Federal ​ $ 208 ​ $ 84,110 ​ $ 42,226 State ​ 7,853 ​ 17,738 ​ 8,480 Foreign ​ 36,329 ​ 42,150 ​ 56,107 Total current income tax expense ​ 44,390 ​ 143,998 ​ 106,813 Non-current: ​ ​ ( 1,330 ) ​ ​ ( 1,365 ) ​ ​ 1,957 Deferred: ​ ​ ​ ​ ​ ​ Federal ​ 2,103 ​ ( 21,498 ) ​ ( 12,585 ) State ​ 2,882 ​ ( 5,261 ) ​ ( 2,586 ) Foreign ​ ( 24,181 ) ​ 2,104 ​ ( 3,478 ) Total deferred income tax benefit ​ ( 19,196 ) ​ ( 24,655 ) ​ ( 18,649 ) Total income tax expense ​ $ 23,864 ​ $ 117,978 ​ $ 90,121 ​ Total income taxes paid (net of refunds) for the fiscal year ended December 27, 2025 was as follows: ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ ​ ​ December 27, Jurisdiction ​ 2025 U.S. federal $ 26,484 Aggregated state and local ​ ​ 13,397 Foreign: ​ ​ Australia ​ 11,853 Brazil ​ 6,468 China ​ 4,293 Italy ​ 7,137 Mexico ​ ​ 4,577 Other ​ ​ 10,019 Total foreign ​ 44,347 Total net income taxes paid ​ $ 84,228 ​ 57 Table of Contents 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 ​ ​ Amount ​ Percent U.S. federal statutory income tax rate $ 79,305 ​ 21.0 % State and local income taxes, net of federal income tax effect (a) ​ 8,141 ​ 2.2 Domestic federal: ​ ​ ​ ​ Tax credits ​ ​ ( 7,236 ) ​ ( 1.9 ) ​ Nontaxable or nondeductible items ​ ​ 1,559 ​ 0.4 ​ Effect of cross-border tax laws: ​ ​ ​ ​ ​ ​ Deduction for worthless securities ​ ​ ( 66,094 ) ​ ( 17.5 ) ​ Other ​ ​ 2,878 ​ 0.7 ​ Changes in valuation allowances ​ ​ ( 13,119 ) ​ ( 3.5 ) ​ Foreign tax effects: ​ ​ ​ ​ ​ ​ Australia ​ ​ ​ ​ ​ ​ Goodwill impairment ​ ​ 6,900 ​ 1.8 ​ Other ​ ​ 2,480 ​ 0.7 ​ Brazil ​ ​ ​ ​ ​ ​ Foreign jurisdictional tax rate differences ​ ​ ( 7,610 ) ​ ( 2.0 ) ​ Other ​ ​ 3,750 ​ 1.0 ​ Italy ​ ​ ​ ​ ​ ​ Goodwill impairment ​ ​ 10,054 ​ 2.7 ​ Other ​ ​ ( 125 ) ​ ( 0.0 ) ​ Other foreign jurisdictions ​ ​ 2,944 ​ 0.8 ​ Changes in unrecognized tax benefits ​ ​ ( 1,330 ) ​ ( 0.4 ) ​ Other adjustments ​ ​ 1,367 ​ 0.3 ​ Effective tax rate ​ $ 23,864 ​ 6.3 % (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 ​ ​ December 28, ​ December 30, ​ ​ 2024 ​ ​ ​ 2023 U.S. federal statutory income tax rate 21.0 % ​ 21.0 % State income taxes, net of federal benefit 2.2 ​ 1.8 ​ Carryforwards, credits and changes in valuation allowances ( 1.9 ) ​ ( 2.4 ) ​ Foreign jurisdictional tax rate differences 1.5 ​ 4.6 ​ Changes in unrecognized tax benefits ( 0.3 ) ​ 0.8 ​ Impairment of goodwill and other intangible assets — ​ 11.9 ​ Excess tax benefit on equity compensation ​ 0.7 ​ ​ 1.1 ​ Loss on divestitures ​ 0.1 ​ — ​ Other 1.9 ​ ( 0.7 ) ​ Effective tax rate 25.2 % ​ 38.1 % ​ 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 58 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 28, ​ ​ 2025 ​ ​ ​ 2024 Deferred income tax assets: ​ ​ ​ ​ Accrued expenses and allowances ​ $ 45,069 ​ $ 28,099 Allowance for doubtful accounts ​ ​ 11,237 ​ ​ 3,241 Tax credits and loss carryforwards ​ 59,295 ​ 56,180 Inventory allowances ​ 16,367 ​ 10,538 Accrued compensation and benefits ​ 21,951 ​ 25,779 Lease liabilities ​ 37,957 ​ 41,628 Research and development expenditures ​ ​ 29,549 ​ 41,214 Deferred compensation ​ 13,598 ​ 13,351 Gross deferred income tax assets ​ 235,023 ​ 220,030 Valuation allowance ​ ( 37,239 ) ​ ( 44,920 ) Net deferred income tax assets ​ 197,784 ​ 175,110 Deferred income tax liabilities: ​ ​ ​ ​ Property, plant, and equipment ​ 42,842 ​ 36,342 Intangible assets ​ 48,559 ​ 48,571 Defined benefit pension asset ​ 9,917 ​ 11,630 Lease assets ​ 37,956 ​ 41,627 Other deferred tax liabilities ​ 6,075 ​ 5,375 Total deferred income tax liabilities ​ 145,349 ​ 143,545 Net deferred income tax assets ​ $ 52,435 ​ $ 31,565 ​ 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. This assessment is based on, among other factors, recent operational changes and available tax planning strategies. As of December 27, 2025 and December 28, 2024, the amounts related to tax credits and loss carryforwards were $ 59,295 and $ 56,180 , respectively. Valuation allowances have been recorded for specific losses, reducing deferred tax assets to an amount that is more likely than not realizable. Deferred tax assets as of December 27, 2025 related to tax loss and tax credit carryforwards not reduced by valuation allowances are set to expire beginning in 2026. Uncertain tax positions, included in “Other non-current liabilities” in the Consolidated Balance Sheets, are evaluated in a two-step process. First, the Company determines whether it is more likely than not that the tax positions will be sustained based on their technical merits. 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. The following summarizes the activity related to unrecognized tax benefits for the fiscal years ended December 27, 2025 and December 28, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 27, ​ December 28, ​ ​ 2025 ​ ​ ​ 2024 Gross unrecognized tax benefits—beginning of period ​ $ 2,707 ​ $ 4,306 Gross increases (decreases) from tax positions in prior period ​ ( 44 ) ​ 44 Gross increases from current‑period tax positions ​ 1,381 ​ 410 Settlements with taxing authorities ​ — ​ ( 1,277 ) Lapses of statutes of limitation ​ ( 1,517 ) ​ ( 776 ) Gross unrecognized tax benefits—end of period ​ $ 2,527 ​ $ 2,707 ​ 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. 59 Table of Contents 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. U.S. tax years from 2022 onward remain open under statutes of limitation. 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. 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. 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 Long-term debt as of December 27, 2025 and December 28, 2024 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 28, ​ ​ 2025 ​ ​ ​ 2024 5.00 % senior unsecured notes due in fiscal 2044 (a) ​ $ 450,000 ​ $ 450,000 5.25 % senior unsecured notes due in fiscal 2054 (b) ​ 305,000 ​ 305,000 Unamortized discount on 5.00 % and 5.25 % senior unsecured notes (a) (b) ​ ( 18,790 ) ​ ( 19,239 ) Revolving credit agreement (c) ​ 65,000 ​ — Other notes ​ 555 ​ 1,246 Debt issuance costs ​ ( 6,102 ) ​ ( 6,374 ) Long-term debt ​ 795,663 ​ 730,633 Less: Current installments of long-term debt ​ 513 ​ 692 Long-term debt, excluding current installments ​ $ 795,150 ​ $ 729,941 (a) The 5.00 % senior unsecured notes due in fiscal 2044 have an aggregate principal amount of $ 450,000 , with an unamortized discount balance of $ 11,814 as of December 27, 2025. These notes bear interest at 5.00 % per annum and are due on October 1, 2044. 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 at 100 % of their principal amount, plus a make-whole premium and accrued interest. These notes are guaranteed by certain subsidiaries of the Company. (b) The 5.25 % senior unsecured notes due in fiscal 2054 have an aggregate principal amount of $ 305,000 , with an unamortized discount balance of $ 6,976 as of December 27, 2025. These notes bear interest at 5.25 % per annum and are due on October 1, 2054. 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 at 100 % of their principal amount, plus a make-whole premium and accrued interest. These notes are guaranteed by certain subsidiaries of the Company. (c) On July 10, 2025, the Company along with its wholly owned subsidiaries Valmont Industries Holland B.V. 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 60 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) 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 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, 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; or (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: $ 513 , $ 42 , $ 0 , $ 0 , and $ 65,000 . 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. Ltd. See Note 14 for further information on the fair value of the Company’s long-term debt. (11) STOCK-BASED COMPENSATION 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. As of December 27, 2025, 1,367,546 shares of common stock remained available for issuance under the plans. The shares and options issued and available are subject to changes in capitalization. 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. 61 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) 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, 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. 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. During the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023, compensation expense for stock options was $ 2,154 , $ 2,252 , and $ 3,687 , respectively. The Company uses a binomial option pricing model to value its stock options. The fair value of each option grant made as of December 27, 2025, December 28, 2024, and December 30, 2023 was estimated using the following assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 28, ​ December 30, ​ ​ 2025 ​ 2024 ​ 2023 Expected volatility 31.62 % ​ 31.65 % ​ 31.97 % Risk-free interest rate 3.73 % ​ 4.22 % ​ 4.21 % Expected life from vesting date 5.4 yrs ​ 5.4 yrs ​ 5.4 yrs ​ Dividend yield 0.86 % ​ 0.88 % ​ 0.87 % ​ The following is a summary of the stock option activity for the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Weighted ​ Average ​ ​ ​ ​ ​ ​ ​ Average ​ Remaining ​ Aggregate ​ ​ Number of ​ Exercise ​ Contractual ​ Intrinsic ​ ​ ​ ​ Shares ​ ​ ​ Price ​ ​ ​ Term ​ ​ ​ Value Outstanding as of December 28, 2024 133,433 ​ $ 253.11 ​ ​ ​ Granted 22,216 ​ 411.97 ​ ​ ​ Exercised ( 34,215 ) ​ 227.29 ​ ​ ​ Forfeited ( 2,250 ) ​ 332.63 ​ ​ ​ Outstanding as of December 27, 2025 119,184 ​ $ 289.91 7.89 ​ $ 14,575 Options vested or expected to vest as of December 27, 2025 117,062 ​ $ 288.95 7.87 ​ 14,427 Options exercisable as of December 27, 2025 68,307 ​ $ 250.49 6.91 ​ 11,046 ​ The weighted average per share fair value of options granted during the fiscal year ended December 27, 2025 was $ 130.22 . ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Weighted ​ Average ​ ​ ​ ​ ​ ​ ​ Average ​ Remaining ​ Aggregate ​ ​ Number of ​ Exercise ​ Contractual ​ Intrinsic ​ ​ ​ ​ Shares ​ ​ ​ Price ​ ​ ​ Term ​ ​ ​ Value Outstanding as of December 30, 2023 181,530 ​ $ 220.77 ​ ​ ​ Granted 25,548 ​ 331.47 ​ ​ ​ Exercised ( 49,583 ) ​ 164.38 ​ ​ ​ Forfeited ( 24,062 ) ​ 268.84 ​ ​ ​ Outstanding as of December 28, 2024 133,433 ​ $ 253.11 7.93 ​ $ 8,281 Options vested or expected to vest as of December 28, 2024 131,198 ​ $ 252.57 7.91 ​ 8,200 Options exercisable as of December 28, 2024 79,824 ​ $ 232.00 7.10 ​ 6,340 ​ The weighted average per share fair value of options granted during the fiscal year ended December 28, 2024 was $ 107.27 . ​ 62 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Weighted ​ Average ​ ​ ​ ​ ​ ​ ​ Average ​ Remaining ​ Aggregate ​ ​ Number of ​ Exercise ​ Contractual ​ Intrinsic ​ ​ ​ ​ Shares ​ ​ ​ Price ​ ​ ​ Term ​ ​ ​ Value Outstanding as of December 31, 2022 195,690 ​ $ 214.62 ​ ​ ​ Granted 43,340 ​ 226.55 ​ ​ ​ Exercised ( 39,055 ) ​ 155.24 ​ ​ ​ Forfeited ( 18,445 ) ​ 307.81 ​ ​ ​ Outstanding as of December 30, 2023 181,530 ​ $ 220.77 7.99 ​ $ 5,992 Options vested or expected to vest as of December 30, 2023 178,820 ​ $ 220.31 7.96 ​ 5,975 Options exercisable as of December 30, 2023 116,545 ​ $ 203.78 7.13 ​ 5,576 ​ The weighted average per share fair value of options granted during the fiscal year ended December 30, 2023 was $ 72.60 . Restricted Stock Units Restricted stock units are settled in Company stock when the restriction period ends. Restricted stock units and awards generally vest in equal installments over three years, beginning on the first anniversary of the grant. During the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023, the Company granted restricted stock units to directors and certain management employees as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 27, ​ December 28, ​ December 30, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Restricted stock units granted ​ 43,255 ​ 52,175 ​ 67,723 Weighted‑average per share price on grant date ​ $ 394.23 ​ $ 295.84 ​ $ 233.96 Total intrinsic value as of December 27, 2025 ​ $ 44,095 ​ $ 42,381 ​ $ 35,538 ​ 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”) PSUs consist of shares of the Company’s stock, payable upon the determination that the Company has achieved certain established performance targets. PSUs can range from 0 % to 200 % of the targeted payout based on actual results over a performance period of three years . The fair value of each PSU granted is equal to the fair market value of the Company’s common stock on the date of grant. PSUs generally have a three-year cliff-vesting schedule; 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. 63 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 27, ​ December 28, ​ December 30, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Shares granted ​ 28,238 ​ 34,665 ​ 38,201 Weighted‑average per share price on grant date ​ $ 305.16 ​ $ 234.52 ​ $ 299.20 Total intrinsic value as of December 27, 2025 ​ $ 27,347 ​ $ 21,577 ​ $ 24,605 ​ 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 ​ ​ December 27, ​ December 28, ​ December 30, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net earnings attributable to Valmont Industries, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings attributable to Valmont Industries, Inc. ​ $ 350,273 ​ $ 348,259 ​ $ 150,849 Change in redemption value of redeemable noncontrolling interests ​ ​ ( 15,489 ) ​ ​ — ​ ​ ( 7,374 ) Net earnings attributable to Valmont Industries, Inc. including change in redemption value of redeemable noncontrolling interests ​ $ 334,784 ​ $ 348,259 ​ $ 143,475 Weighted average shares outstanding (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 19,795 ​ ​ 20,122 ​ ​ 20,956 Dilutive effect of various stock awards ​ ​ 142 ​ ​ 139 ​ ​ 203 Diluted ​ ​ 19,937 ​ ​ 20,261 ​ ​ 21,159 Net earnings attributable to Valmont Industries, Inc. per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 16.91 ​ $ 17.31 ​ $ 6.85 Dilutive effect of various stock awards ​ ​ ( 0.12 ) ​ ​ ( 0.12 ) ​ ​ ( 0.07 ) Diluted ​ $ 16.79 ​ $ 17.19 ​ $ 6.78 ​ As of December 27, 2025, December 28, 2024, and December 30, 2023, there were 22,216 ; 44,620 ; 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 Established under Internal Revenue Code Section 401(k), the Valmont Employee Retirement Savings Plan (“VERSP”) is a defined contribution plan available to all eligible employees. Participants may elect to contribute up to 75 % of their annual eligible compensation on either a pre-tax or after-tax basis, subject to certain Internal Revenue Code limitations. The Company also sponsors a fully funded, non-qualified deferred compensation plan for certain executives who would otherwise be limited in receiving contributions into the VERSP under Internal Revenue Service regulations. 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 “Deferred compensation investments” and “Deferred compensation liabilities” in the Consolidated Balance Sheets. Distributions from the Company’s non-qualified deferred compensation plan 64 Table of Contents 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. The Company contributes to both the VERSP and the non-qualified deferred compensation plan for certain executives. The Company’s contributions to these plans for the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023, were approximately $ 20,600 , $ 19,100 , and $ 20,000 , respectively. (14) FAIR VALUE MEASUREMENTS Unless otherwise specified, the carrying amounts of cash and cash equivalents, receivables, accounts payable, notes payable to banks, and accrued expenses approximate fair value due to the short maturity of these instruments. The fair values of the Company’s long-term debt instruments are based on future cash flows associated with each instrument, discounted using the Company’s current borrowing rate for similar debt instruments of comparable maturities. Fair value estimates are made at a specific point in time, and the underlying assumptions may change based on market conditions. As of December 27, 2025, the carrying amount of the Company’s long-term debt was $ 795,663 with an estimated fair value of approximately $ 766,814 . 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. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: ● Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. ● Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly ● Level 3: Unobservable inputs for the asset or liability. The categorization within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The following are the valuation methodologies used for assets and liabilities measured at fair value: Deferred Compensation Investments: The Company’s deferred compensation investments include mutual funds invested in debt and equity securities in the Valmont Deferred Compensation Plan. Quoted market prices are available for these securities in an active market. 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 with readily determinable fair values. ​ 65 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying Value ​ Fair Value Measurement Using: ​ ​ December 27, 2025 ​ Level 1 ​ Level 2 ​ Level 3 Deferred compensation investments ​ $ 29,631 ​ $ 29,631 ​ $ — ​ $ — Derivative financial instruments, net ​ ​ ( 6,504 ) ​ ​ — ​ ​ ( 6,504 ) ​ ​ — Cash and cash equivalents—mutual funds ​ ​ 3,752 ​ ​ 3,752 ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying Value ​ Fair Value Measurement Using: ​ ​ December 28, 2024 ​ Level 1 ​ Level 2 ​ Level 3 Deferred compensation investments ​ $ 27,379 ​ $ 27,379 ​ $ — ​ $ — Derivative financial instruments, net ​ ​ 1,320 ​ ​ — ​ ​ 1,320 ​ ​ — Cash and cash equivalents—mutual funds ​ ​ 11,063 ​ ​ 11,063 ​ ​ — ​ ​ — ​ 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 The Company manages risks related to interest rates, commodity prices, and foreign currency, particularly those arising from foreign currency denominated transactions and investments in foreign subsidiaries. To address these risks, the Company may use derivative financial instruments. Depending on their classification, some derivatives are marked to market and recorded in the Company’s Consolidated Statements of Earnings, while others are accounted for as fair value, cash flow, or net investment hedges. Derivative financial instruments inherently carry credit and market risks, which the Company mitigates by monitoring exposure limits and transacting with recognized, stable multinational banks as counterparties. Gains or losses from net investment hedge activities remain in AOCI until the related subsidiaries are sold or substantially liquidated. The fair value of derivative instruments as of December 27, 2025 and December 28, 2024 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ December 27, ​ December 28, Derivatives designated as hedging instruments: ​ ​ ​ Balance Sheets location ​ 2025 ​ 2024 Commodity contracts ​ Prepaid expenses and other current assets ​ $ 1,590 ​ $ 617 Commodity contracts ​ Other accrued expenses ​ ​ — ​ ​ ( 371 ) Cross-currency swap contracts Prepaid expenses and other current assets ​ ​ 6 ​ 1,074 Cross-currency swap contracts Other accrued expenses ​ ​ ( 8,100 ) ​ — ​ ​ ​ ​ $ ( 6,504 ) ​ $ 1,320 ​ 66 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ Fiscal Year Ended Derivatives designated ​ Statements of ​ December 27, ​ December 28, ​ December 30, as hedging instruments: ​ Earnings location ​ 2025 ​ 2024 ​ 2023 Commodity contracts ​ Product cost of sales ​ $ 266 ​ $ ( 3,007 ) ​ $ ( 7,057 ) Foreign currency forward contracts ​ Other income (expenses) ​ ​ — ​ — ​ 177 Interest rate hedge amortization ​ Interest expense ​ ​ ( 64 ) ​ ( 64 ) ​ ( 64 ) Cross-currency swap contracts ​ Interest expense ​ ​ 1,463 ​ 1,246 ​ 1,813 ​ ​ ​ ​ $ 1,665 ​ $ ( 1,825 ) ​ $ ( 5,131 ) ​ 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 in the period in which the hedged items are consumed. As of December 27, 2025, the details of these contracts were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Notional ​ Total ​ ​ Commodity Type ​ Amount ​ Purchase Quantity ​ Maturity Dates Hot-rolled coil steel ​ $ 6,226 ​ 7,250 short tons December 2025 Natural gas ​ ​ 809 ​ 210,000 MMBtu ​ January 2026 to December 2026 Ultra-low-sulfur diesel fuel ​ ​ 8,289 ​ 4,032,000 gallons ​ December 2025 to June 2027 Zinc ​ ​ 8,808 ​ 2,880 metric tons ​ January 2026 to December 2027 ​ Net Investment Hedges 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 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. The Company designated the full notional amounts of its CCS as net investment hedges for certain subsidiaries under the spot method. Changes in fair value of the CCS attributable to spot exchange rates are recorded as cumulative foreign currency translation within AOCI, while net interest receipts reduce interest expense over the life of the CCS. Key terms as of December 27, 2025 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Notional ​ ​ ​ Swapped ​ Settlement Currency ​ Amount ​ Termination Date ​ Interest Rate ​ Amount Canadian dollar ​ $ 40,000 ​ October 1, 2028 4.0900 % ​ C$ 54,776 Chinese yuan ​ $ 30,000 ​ October 1, 2032 ​ 3.1125 % ​ ¥ 215,640 Euro ​ $ 80,000 ​ April 1, 2029 3.4610 % ​ € 74,509 ​ In the first quarter of fiscal 2024, the Company early settled a euro net investment hedge entered in fiscal 2019, receiving proceeds of $ 2,711 . These proceeds will remain in AOCI until the related subsidiaries are sold or substantially liquidated. ​ (16) WARRANTIES The Company’s product warranty accrual represents management’s best estimate of the probable liabilities associated with its product warranties. 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. 67 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 27, ​ December 28, ​ ​ 2025 ​ ​ ​ 2024 Balance—beginning of period ​ $ 23,751 ​ $ 22,434 Payments made ​ ( 21,886 ) ​ ( 20,790 ) Change in liability for warranties issued during the period ​ 24,167 ​ 23,496 Change in liability for pre-existing warranties ​ 551 ​ ( 692 ) Currency translation ​ ​ 731 ​ ( 697 ) Balance—end of period ​ $ 27,314 ​ $ 23,751 ​ 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. 68 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) 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. 3 (18) DEFINED BENEFIT RETIREMENT PLAN Delta Ltd., a wholly owned subsidiary of the Company, sponsors the Delta Pension Plan (the “Plan”), which provides defined benefit retirement income to eligible employees in the United Kingdom (“U.K.”). Qualified employees are entitled to pension retirement benefits amounting to 1.67 % of final salary for each year of service upon reaching the age of 65 . There have been no active employees participating in the Plan for over five years. Funded Status The Company recognizes the pension plan’s funded status as either an asset or liability. 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 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 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. The overfunded ABO represents the difference between the PBO and the fair value of the plan assets. Changes in the PBO and fair value of plan assets for the period from December 28, 2024 to December 27, 2025 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Projected ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Benefit ​ Plan ​ Funded ​ ​ Obligation ​ Assets ​ Status Fair value as of December 28, 2024 ​ $ 414,657 ​ $ 461,177 ​ $ 46,520 Employer contributions ​ ​ — ​ ​ 3,159 ​ ​ ​ Interest cost ​ 22,243 ​ — ​ ​ Actual return on plan assets ​ — ​ 10,661 ​ ​ Benefits paid ​ ( 23,955 ) ​ ( 23,955 ) ​ ​ Actuarial loss ​ 1,579 ​ — ​ ​ Currency translation gain ​ 30,298 ​ 33,446 ​ ​ Fair value as of December 27, 2025 ​ $ 444,822 ​ $ 484,488 ​ $ 39,666 Changes in the PBO and fair value of plan assets for the period from December 30, 2023 to December 28, 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Projected ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Benefit ​ Plan ​ Funded ​ ​ Obligation ​ Assets ​ Status Fair value as of December 30, 2023 ​ $ 477,763 ​ $ 493,167 ​ $ 15,404 Employer contributions ​ ​ — ​ ​ 19,599 ​ ​ ​ Interest cost ​ 21,136 ​ — ​ ​ Actual return on plan assets ​ — ​ ( 24,723 ) ​ ​ Benefits paid ​ ( 21,264 ) ​ ( 21,264 ) ​ ​ Actuarial gain ​ ( 58,156 ) ​ — ​ ​ Currency translation loss ​ ( 4,822 ) ​ ( 5,602 ) ​ ​ Fair value as of December 28, 2024 ​ $ 414,657 ​ $ 461,177 ​ $ 46,520 ​ 69 Table of Contents 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 ​ ​ ​ $ ( 89,151 ) Actuarial gain ​ 10,888 Amortization of prior service costs ​ 512 Amortization of net actuarial loss ​ ​ 1,537 Currency translation gain ​ 862 Balance as of December 28, 2024 ​ ( 75,352 ) Actuarial loss ​ ( 13,952 ) Amortization of prior service costs ​ 526 Amortization of net actuarial loss ​ ​ 1,316 Currency translation loss ​ ( 5,809 ) Balance as of December 27, 2025 ​ $ ( 93,271 ) ​ The weighted-average actuarial assumptions used to determine the benefit obligation as of December 27, 2025 and December 28, 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 28, ​ ​ 2025 ​ ​ ​ 2024 Discount rate 5.50 % ​ 5.50 % Consumer Price Index ("CPI") inflation 2.15 % ​ 2.40 % Retail Price Index ("RPI") inflation 2.85 % ​ 3.20 % ​ Cost (Benefit) The pension cost (benefit) is determined based on the annual service cost (the actuarial cost of benefits earned during the period) and the interest cost on those liabilities, adjusted for the expected return on plan assets. 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 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. The components of the net periodic pension cost for the fiscal years ended December 27, 2025 and December 28, 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 27, ​ December 28, ​ ​ 2025 ​ ​ ​ 2024 Interest cost ​ $ 22,243 ​ $ 21,136 Expected return on plan assets ​ ( 23,033 ) ​ ( 22,545 ) Amortization of prior service costs ​ 526 ​ 512 Amortization of net actuarial loss ​ 1,316 ​ 1,537 Net periodic pension cost ​ $ 1,052 ​ $ 640 ​ 70 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 28, ​ ​ 2025 ​ ​ ​ 2024 Discount rate for benefit obligations 5.50 % ​ 4.50 % Discount rate for interest cost ​ 5.25 % ​ 4.50 % Expected return on plan assets 5.50 % ​ 5.05 % CPI inflation 2.40 % ​ 2.25 % RPI inflation 3.20 % ​ 3.05 % ​ The discount rate is based on the yields of AA-rated corporate bonds with maturities similar to the pension liabilities. The expected return on plan assets considers the asset allocation mix and historical returns, factoring in current and anticipated market conditions. Inflation estimates are based on expected changes in the U.K.’s CPI or RPI, depending on the relevant plan provisions. Cash Contributions In fiscal 2025, the Company completed negotiations with Plan trustees regarding annual funding. 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 The expected pension benefit payments for the fiscal years 2026 through 2035 are as follows: ​ ​ ​ ​ 2026 ​ ​ ​ $ 25,229 2027 ​ 26,039 2028 ​ 26,848 2029 ​ 27,658 2030 ​ 28,468 2031 – 2035 ​ 155,829 ​ Asset Allocation Strategy 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; and ● 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 . 71 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) On March 26, 2024, the Trustees of the Plan entered into an agreement with a large U.K. insurance company to purchase a bulk annuity insurance policy (“arrangement”) as an investment asset. Such arrangement is commonly referred to as a “pension buy-in” and provides the Plan with a monthly contractual payment stream to satisfy pension obligations payable to approximately 15 % of total plan participants. The arrangement does not relieve the Plan or the Company (as plan sponsor) of the primary responsibility for the pension obligations. The Plan purchased the arrangement for £ 70,865 ($ 90,800 ) and recorded it at fair value. Fair Value Measurements The pension plan assets are valued at fair value. Below is a description of the valuation methodologies used for investments measured at fair value, categorized according to the valuation hierarchy: ● Temporary Cash Investment s : Comprising British pounds, these investments are reported in U.S. dollars based on readily available currency exchange rates and are classified as Level 1 investments. ● Bulk Annuity Insurance Policy: 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. Since the valuation of this asset involves significant judgment and lacks observable market inputs, the buy-in contract is classified as Level 3 in the fair value hierarchy. ● Leveraged Inflation-Linked Gilt Funds: These investments combine U.K. government-backed securities, money market instruments, and derivatives to provide leveraged exposure to changes in long-term interest and inflation rates. Their fair value is calculated using net asset value (“NAV”). ● Corporate Bonds: Fixed-income securities issued by U.K. corporations, valued at NAV. ● Corporate Stock: Common and preferred stocks, including mutual funds, from both U.K. and non-U.K. corporations, valued at NAV. ● Secured Income Asset Funds: Investments with a high expected inflation linkage, relying on asset valuations developed by fund managers using market multiples, market transactions of comparable companies, and other methods. The fair value is calculated using NAV. As of December 27, 2025 and December 28, 2024, the pension plan assets measured at fair value on a recurring basis were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurement Using: ​ ​ ​ December 27, 2025 ​ Level 1 ​ Level 2 ​ Level 3 ​ Total Plan assets at fair value: ​ ​ ​ ​ ​ ​ ​ ​ Temporary cash investments ​ $ 15,920 ​ $ — ​ $ — ​ $ 15,920 Bulk annuity insurance policy ​ ​ — ​ ​ — ​ ​ 88,371 ​ ​ 88,371 Total plan net assets at fair value ​ $ 15,920 ​ $ — ​ $ 88,371 ​ ​ 104,291 Plan assets at NAV: ​ ​ ​ ​ ​ ​ ​ ​ Leveraged inflation-linked gilt funds ​ ​ ​ ​ ​ ​ ​ ​ 342,150 Corporate bonds ​ ​ ​ ​ ​ ​ ​ ​ 38,047 Total plan assets at NAV ​ ​ ​ ​ ​ ​ ​ ​ 380,197 Total plan assets ​ ​ ​ ​ ​ ​ ​ ​ $ 484,488 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 72 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) ​ ​ Fair Value Measurement Using: ​ ​ ​ December 28, 2024 ​ Level 1 ​ Level 2 ​ Level 3 ​ Total Plan assets at fair value: ​ ​ ​ ​ ​ ​ ​ ​ Temporary cash investments ​ $ 8,927 ​ $ — ​ $ — ​ $ 8,927 Bulk annuity insurance policy ​ ​ — ​ ​ — ​ ​ 82,856 ​ ​ 82,856 Total plan net assets at fair value ​ $ 8,927 ​ $ — ​ $ 82,856 ​ ​ 91,783 Plan assets at NAV: ​ ​ ​ ​ ​ ​ ​ ​ Leveraged inflation-linked gilt funds ​ ​ ​ ​ ​ ​ ​ ​ 146,601 Corporate bonds ​ ​ ​ ​ ​ ​ ​ ​ 33,318 Corporate stock ​ ​ ​ ​ ​ ​ ​ ​ 73,426 Secured income asset funds ​ ​ ​ ​ ​ ​ ​ ​ 116,049 Total plan assets at NAV ​ ​ ​ ​ ​ ​ ​ ​ 369,394 Total plan assets ​ ​ ​ ​ ​ ​ ​ ​ $ 461,177 ​ Changes in the Company’s Level 3 plan assets in fiscal 2025, which were recorded in other comprehensive income (loss), included: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 28, 2024 ​ Net Realized and Unrealized Gains (Losses) ​ Net Purchases, Issuances, and Settlements ​ Net Transfers Into (Out of) Level 3 ​ Currency Impact ​ December 27, 2025 Bulk annuity insurance policy ​ $ 82,856 ​ $ 4,607 ​ $ ( 5,133 ) ​ $ — ​ $ 6,041 ​ $ 88,371 ​ 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 ​ $ — ​ $ ( 3,074 ) ​ $ 87,445 ​ $ — ​ $ ( 1,515 ) ​ $ 82,856 ​ (19) LEASES The Company is a lessee in noncancellable operating leases for plant locations, corporate and sales offices, and certain equipment. The Company does not have any finance leases. 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 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. The Company uses its collateralized incremental borrowing rate to calculate the present value of future lease payments. ROU assets are adjusted for any lease payments, incentives, or impairments. 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. 73 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) 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 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. The following table provides supplemental balance sheet information related to operating leases as of December 27, 2025 and December 28, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated Balance ​ December 27, ​ December 28, ​ ​ Sheets location ​ 2025 ​ ​ ​ 2024 Operating lease ROU assets Operating lease right-of-use assets ​ $ 139,857 ​ $ 146,916 ​ ​ ​ ​ ​ ​ ​ ​ ​ Current portion of operating lease liabilities Other accrued expenses ​ 21,818 ​ 22,446 Long-term operating lease liabilities Operating lease liabilities ​ 130,007 ​ 134,534 Total operating lease liabilities ​ ​ ​ $ 151,825 ​ $ 156,980 ​ Lease costs and other information related to the Company’s operating leases as of and for the fiscal years ended December 27, 2025 and December 28, 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 28, ​ ​ 2025 ​ 2024 Operating lease cost ​ $ 33,269 ​ $ 30,154 ​ ​ ​ ​ ​ ​ ​ Cash paid related to operating lease liabilities ​ $ 32,749 ​ $ 29,603 ROU assets obtained in exchange for lease liabilities ​ ​ 23,577 ​ ​ 10,613 Weighted-average remaining lease term ​ ​ 12 yrs ​ 13 yrs Weighted-average discount rate ​ ​ 4.6 % ​ 4.6 % ​ 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: ​ ​ ​ ​ 2026 ​ $ 28,148 2027 ​ 23,058 2028 ​ 19,231 2029 ​ 15,879 2030 ​ 14,300 Thereafter ​ 103,955 Total lease payments ​ ​ 204,571 Less: Present value adjustment ​ ​ 52,746 Present value of lease liabilities ​ $ 151,825 ​ (20) BUSINESS SEGMENTS The Company’s chief operating decision maker (“CODM”) is the President and Chief Executive Officer. 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. For segment reporting purposes, the Company excludes unallocated corporate general and administrative expenses, interest expenses, non-operating income and deductions, and income taxes from operating income. The accounting policies for the reportable segments are consistent with those described in Note 1. 74 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) The 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, lighting, transportation, telecommunications, and solar, along with coatings services to protect metal products. Agriculture : 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. Summary by Business Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended December 27, 2025 ​ ​ Infrastructure ​ ​ ​ Agriculture ​ ​ ​ Consolidated Sales ​ $ 3,099,034 $ 1,020,750 $ 4,119,784 Intersegment sales ​ ​ ( 9,302 ) ​ ​ ( 6,380 ) ​ ​ ( 15,682 ) Net sales ​ ​ 3,089,732 ​ ​ 1,014,370 ​ ​ 4,104,102 Cost of sales ​ ​ 2,164,098 ​ ​ 700,068 ​ ​ 2,864,166 Gross profit ​ ​ 925,634 ​ ​ 314,302 ​ ​ 1,239,936 Selling, general, and administrative expenses (a) ​ ​ 398,504 ​ ​ 217,359 ​ ​ 615,863 Impairment of long-lived assets ​ ​ 89,356 ​ ​ 1,981 ​ ​ 91,337 Realignment charges ​ ​ 7,600 ​ ​ 2,886 ​ ​ 10,486 Segment operating income ​ $ 430,174 ​ $ 92,076 ​ ​ 522,250 Unallocated corporate expenses ​ ​ ​ ​ ​ ​ ​ ​ 101,770 Corporate realignment charges ​ ​ ​ ​ ​ ​ ​ ​ 4,904 Total operating income ​ ​ ​ ​ ​ ​ ​ $ 415,576 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended December 28, 2024 ​ ​ Infrastructure ​ ​ ​ Agriculture ​ ​ ​ Consolidated Sales ​ $ 3,008,576 $ 1,083,708 $ 4,092,284 Intersegment sales ​ ​ ( 10,195 ) ​ ​ ( 7,055 ) ​ ​ ( 17,250 ) Net sales ​ ​ 2,998,381 ​ ​ 1,076,653 ​ ​ 4,075,034 Cost of sales ​ ​ 2,094,645 ​ ​ 739,177 ​ ​ 2,833,822 Gross profit ​ ​ 903,736 ​ ​ 337,476 ​ ​ 1,241,212 Selling, general, and administrative expenses (a) ​ ​ 406,596 ​ ​ 199,140 ​ ​ 605,736 Segment operating income ​ $ 497,140 ​ $ 138,336 ​ ​ 635,476 Unallocated corporate expenses ​ ​ ​ ​ ​ ​ ​ ​ 110,892 Total operating income ​ ​ ​ ​ ​ ​ ​ $ 524,584 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended December 30, 2023 ​ ​ Infrastructure ​ ​ ​ Agriculture ​ ​ ​ Consolidated Sales ​ $ 3,010,067 $ 1,182,223 $ 4,192,290 Intersegment sales ​ ​ ( 10,430 ) ​ ​ ( 7,262 ) ​ ​ ( 17,692 ) Net sales ​ ​ 2,999,637 ​ ​ 1,174,961 ​ ​ 4,174,598 Cost of sales ​ ​ 2,157,556 ​ ​ 781,008 ​ ​ 2,938,564 Gross profit ​ ​ 842,081 ​ ​ 393,953 ​ ​ 1,236,034 Selling, general, and administrative expenses (a) ​ ​ 424,997 ​ ​ 230,729 ​ ​ 655,726 Impairment of long-lived assets ​ ​ 3,571 ​ ​ 137,273 ​ ​ 140,844 Realignment charges ​ ​ 17,260 ​ ​ 9,101 ​ ​ 26,361 Segment operating income ​ $ 396,253 ​ $ 16,850 ​ ​ 413,103 Unallocated corporate expenses ​ ​ ​ ​ ​ ​ ​ ​ 112,697 Corporate realignment charges ​ ​ ​ ​ ​ ​ ​ ​ 8,849 Total operating income ​ ​ ​ ​ ​ ​ ​ $ 291,557 75 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (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, research and development, and professional services fees. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended December 27, 2025 ​ ​ Infrastructure ​ ​ ​ Agriculture ​ ​ ​ Intersegment ​ ​ ​ Consolidated Geographical market: ​ ​ ​ ​ ​ ​ ​ ​ ​ North America ​ $ 2,515,602 ​ $ 506,316 ​ $ ( 15,543 ) ​ $ 3,006,375 International ​ 583,432 ​ 514,434 ​ ( 139 ) ​ 1,097,727 Total sales ​ $ 3,099,034 ​ $ 1,020,750 ​ $ ( 15,682 ) ​ $ 4,104,102 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product line: ​ ​ ​ ​ ​ ​ ​ ​ Utility ​ $ 1,511,053 ​ $ — ​ $ — ​ $ 1,511,053 Lighting and Transportation ​ 830,268 ​ — ​ — ​ 830,268 Coatings ​ 362,209 ​ — ​ ( 9,163 ) ​ 353,046 Telecommunications ​ 313,882 ​ — ​ — ​ 313,882 Solar ​ 81,622 ​ — ​ ( 139 ) ​ 81,483 Irrigation Equipment and Parts ​ — ​ 926,276 ​ ( 6,380 ) ​ 919,896 Technology Products and Services ​ — ​ 94,474 ​ — ​ 94,474 Total sales ​ $ 3,099,034 ​ $ 1,020,750 ​ $ ( 15,682 ) ​ $ 4,104,102 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended December 28, 2024 ​ ​ Infrastructure ​ ​ ​ Agriculture ​ ​ ​ Intersegment ​ ​ ​ Consolidated Geographical market: ​ ​ ​ ​ ​ ​ ​ ​ ​ North America ​ $ 2,348,250 ​ $ 570,517 ​ $ ( 17,045 ) ​ $ 2,901,722 International ​ 660,326 ​ 513,191 ​ ( 205 ) ​ 1,173,312 Total sales ​ $ 3,008,576 ​ $ 1,083,708 ​ $ ( 17,250 ) ​ $ 4,075,034 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product line: ​ ​ ​ ​ ​ ​ ​ ​ Utility ​ $ 1,368,333 ​ $ — ​ $ — ​ $ 1,368,333 Lighting and Transportation ​ 884,128 ​ — ​ — ​ 884,128 Coatings ​ 353,739 ​ — ​ ( 9,992 ) ​ 343,747 Telecommunications ​ 250,770 ​ — ​ — ​ 250,770 Solar ​ 151,606 ​ — ​ ( 203 ) ​ 151,403 Irrigation Equipment and Parts ​ — ​ 985,840 ​ ( 7,055 ) ​ 978,785 Technology Products and Services ​ — ​ 97,868 ​ — ​ 97,868 Total sales ​ $ 3,008,576 ​ $ 1,083,708 ​ $ ( 17,250 ) ​ $ 4,075,034 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended December 30, 2023 ​ ​ Infrastructure ​ ​ ​ Agriculture ​ ​ ​ Intersegment ​ ​ ​ Consolidated Geographical market: ​ ​ ​ ​ ​ ​ ​ ​ ​ North America ​ $ 2,318,801 ​ $ 587,056 ​ $ ( 16,282 ) ​ $ 2,889,575 International ​ 691,266 ​ 595,167 ​ ( 1,410 ) ​ 1,285,023 Total sales ​ $ 3,010,067 ​ $ 1,182,223 ​ $ ( 17,692 ) ​ $ 4,174,598 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product line: ​ ​ ​ ​ ​ ​ ​ ​ Utility ​ $ 1,291,670 ​ $ — ​ $ — ​ $ 1,291,670 Lighting and Transportation ​ 916,170 ​ — ​ — ​ 916,170 Coatings ​ 354,330 ​ — ​ ( 9,020 ) ​ 345,310 Telecommunications ​ 252,165 ​ — ​ — ​ 252,165 Solar ​ 195,732 ​ — ​ ( 1,410 ) ​ 194,322 Irrigation Equipment and Parts ​ — ​ 1,069,425 ​ ( 7,262 ) ​ 1,062,163 Technology Products and Services ​ — ​ 112,798 ​ — ​ 112,798 Total sales ​ $ 3,010,067 ​ $ 1,182,223 ​ $ ( 17,692 ) ​ $ 4,174,598 ​ 76 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 28, ​ ​ 2025 ​ ​ ​ 2024 ASSETS: ​ ​ ​ ​ Infrastructure ​ $ 2,312,500 ​ $ 2,181,345 Agriculture ​ 768,715 ​ 876,486 Total segment assets ​ ​ 3,081,215 ​ ​ 3,057,831 Unallocated corporate assets ​ 288,114 ​ 272,141 Total assets ​ $ 3,369,329 ​ $ 3,329,972 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 27, ​ December 28, ​ December 30, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 CAPITAL EXPENDITURES: ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure $ 130,041 $ 65,017 $ 68,295 Agriculture ​ 11,264 ​ 11,537 ​ 10,890 Total segment capital expenditures ​ ​ 141,305 ​ ​ 76,554 ​ ​ 79,185 Unallocated corporate capital expenditures ​ 3,730 ​ 2,897 ​ 17,586 Total capital expenditures ​ $ 145,035 ​ $ 79,451 ​ $ 96,771 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 27, ​ December 28, ​ December 30, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 DEPRECIATION AND AMORTIZATION: ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure $ 65,127 ​ $ 65,717 ​ $ 64,654 Agriculture 15,304 ​ 20,606 ​ 23,409 Total segment depreciation and amortization expense ​ ​ 80,431 ​ ​ 86,323 ​ ​ 88,063 Unallocated corporate depreciation and amortization expense 8,078 ​ 9,072 ​ 10,645 Total depreciation and amortization expense ​ $ 88,509 ​ $ 95,395 ​ $ 98,708 ​ Summary by Geographical Area by Location of Valmont Facilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 27, ​ December 28, ​ December 30, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 NET SALES: ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ $ 2,957,136 ​ $ 2,856,033 ​ $ 2,860,951 Australia ​ 282,257 ​ 310,096 ​ 313,075 Brazil ​ 159,127 ​ 200,946 ​ 311,367 Other ​ 705,582 ​ 707,959 ​ 689,205 Total net sales ​ $ 4,104,102 ​ $ 4,075,034 ​ $ 4,174,598 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 28, ​ ​ 2025 ​ ​ ​ 2024 LONG-LIVED ASSETS: ​ ​ ​ ​ United States ​ $ 1,132,303 ​ $ 1,117,631 Australia ​ 105,400 ​ 89,415 Other ​ 411,978 ​ 439,534 Total long-lived assets ​ $ 1,649,681 ​ $ 1,646,580 ​ No single customer accounted for more than 10% of net sales in fiscal 2025, 2024, or 2023. Geographical net sales are based on the location of the facility generating them and excludes sales to other operating units within the Company. 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%. 77 Table of Contents 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. Long-lived assets include property, plant, and equipment (net of depreciation), goodwill, other intangible assets (net of amortization), and other non-current assets. Long-lived assets by geographical area are based on the location of the facilities. ​ ​ 78 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.