What changed in this filing

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Item 1. Financial Statements

2026-04-28 compared with 2025-10-28 · 228 added, 523 removed, 293 unchanged (72% of the section changed)

5 unchanged sentences

Thirteen weeks ended

Thirty-nine weeks ended

September 27,

September 28,

September 27,

September 28,

Product sales

4 unchanged sentences

Selling, general, and administrative expenses

Impairment of long-lived assets

Realignment charges

Operating income

2 unchanged sentences

Interest income

Gain on deferred compensation investments

Loss on deferred compensation investments

Total other expenses

Earnings before income taxes and equity in loss of nonconsolidated subsidiaries

Income tax expense (benefit):

Earnings before income taxes and equity method investment loss

Income tax expense:

Total income tax expense

Earnings before equity in loss of nonconsolidated subsidiaries

Equity in loss of nonconsolidated subsidiaries

Loss (earnings) attributable to redeemable noncontrolling interests

Earnings before equity method investment loss

Equity method investment loss

Loss attributable to redeemable noncontrolling interests

Net earnings attributable to Valmont Industries, Inc.

6 unchanged sentences

Thirteen weeks ended

Thirty-nine weeks ended

September 27,

September 28,

September 27,

September 28,

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments:

Unrealized translation gain (loss)

Unrealized translation gain

Hedging activities:

Unrealized gain (loss) on commodity hedges

Unrealized gain on commodity hedges

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

Unrealized loss (gain) on cross currency swaps

Unrealized gain (loss) on cross currency swaps

Amortization cost included in interest expense

Total hedging activities

Net realized loss on defined benefit pension plan

Total other comprehensive income (loss), net of tax

Reclassification adjustment for pension costs included in net earnings

Total other comprehensive income, net of tax

Comprehensive income

Comprehensive loss (income) attributable to redeemable noncontrolling interests

Comprehensive loss attributable to redeemable noncontrolling interests

Comprehensive income attributable to Valmont Industries, Inc.

4 unchanged sentences

(Dollars in thousands, except par value)

September 27,

Current assets:

2 unchanged sentences

Contract assets

Income taxes receivable

Prepaid expenses and other current assets

5 unchanged sentences

Defined benefit pension asset

Operating lease right-of-use assets

Deferred compensation investments

Non-current deferred tax asset

Other non-current assets

3 unchanged sentences

Current installments of long-term debt

Notes payable to banks

Mandatorily redeemable financial instrument

Accounts payable

8 unchanged sentences

Operating lease liabilities

Deferred compensation

Deferred compensation liabilities

Other non-current liabilities

16 unchanged sentences

(Dollars in thousands)

Thirty-nine weeks ended

September 27,

September 28,

Thirteen weeks ended

Cash flows from operating activities:

2 unchanged sentences

Contribution to defined benefit pension plan

Impairment of long-lived assets

Stock-based compensation

1 unchanged sentence

Loss on sale of property, plant, and equipment

Equity in loss of nonconsolidated subsidiaries

Deferred income taxes

5 unchanged sentences

Accrued expenses

Income taxes payable

Current income taxes

Other non-current liabilities

2 unchanged sentences

Purchases of property, plant, and equipment

Acquisition, net of cash acquired

Proceeds from sales of assets

6 unchanged sentences

Principal repayments on long-term borrowings

Proceeds from settlement of financial derivatives

Dividends paid

Dividends to redeemable noncontrolling interests

Purchases of redeemable noncontrolling interests

Dividend to redeemable noncontrolling interest

Purchase of redeemable noncontrolling interest

Repurchases of common stock

23 unchanged sentences

Cash dividends declared ($ 0.77 per share)

Dividends to redeemable noncontrolling interests

Fair value adjustment on redeemable noncontrolling interests

Stock option and incentive plans

Balance as of March 29, 2025

( 1,081,845 )

Net earnings (loss)

Other comprehensive income, net of tax

Cash dividends declared ($ 0.68 per share)

Fair value adjustment on redeemable noncontrolling interests

Change in redemption value of noncontrolling interests

Repurchases of common stock;

1 unchanged sentence

Stock option and incentive plans

Balance as of June 28, 2025

( 1,176,783 )

Other comprehensive loss, net of tax

Cash dividends declared ($ 0.68 per share)

Purchases of redeemable noncontrolling interests

Repurchases of common stock;

69,005 shares acquired

Stock option and incentive plans

Balance as of September 27, 2025

Balance as of March 28, 2026

( 1,308,953 )

4 unchanged sentences

( 1,093,869 )

Other comprehensive loss, net of tax

Net earnings (loss)

Other comprehensive income (loss), net of tax

Cash dividends declared ($ 0.68 per share)

Purchases of redeemable noncontrolling interests

Dividends to redeemable noncontrolling interests

Repurchases of common stock;

96,224 shares acquired

Fair value adjustment on redeemable noncontrolling interests

Stock option and incentive plans

1 unchanged sentence

( 1,081,845 )

Other comprehensive loss, net of tax

Cash dividends declared ($ 0.60 per share)

Repurchases of common stock;

59,186 shares acquired

Stock option and incentive plans

Balance as of June 29, 2024

( 1,054,658 )

Net earnings (loss)

Other comprehensive income, net of tax

Cash dividends declared ($ 0.60 per share)

Repurchases of common stock;

140,562 shares acquired

Stock option and incentive plans

Balance as of September 28, 2024

See accompanying Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

(Dollars in thousands, except per-share amounts)

(1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Condensed Consolidated Financial Statements include the accounts of Valmont Industries, Inc.

The accompanying unaudited Condensed 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.

The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America and have not been audited.

In the opinion of the Company’s management, the Condensed Consolidated Financial Statements reflect all adjustments, which are normal and recurring in nature, necessary for a fair presentation of the results for all periods presented.

Investments in affiliates and joint ventures over which the Company exercises significant influence but does not control are accounted for using the equity method of accounting.

All intercompany accounts and transactions have been eliminated in consolidation.

The unaudited Condensed Consolidated Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“U.S.

GAAP”) for interim financial information.

Accordingly, they do not include all of the information and footnote disclosures required by U.S.

GAAP for complete annual financial statements.

In the opinion of management, the unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the interim periods presented.

The results of operations for any interim period are not necessarily indicative of the results to be expected for the full fiscal year or for any other period.

These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025.

The results of operations for any quarter or a partial fiscal year period are not necessarily indicative of the results to be expected for other periods or the full fiscal year.

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

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

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

September 27,

Raw materials and purchased parts

Work in process

Finished and manufactured goods

Total inventories

Geographical Markets

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

Thirteen weeks ended

Thirty-nine weeks ended

September 27,

September 28,

September 27,

September 28,

United States

Earnings before income taxes and equity in loss of nonconsolidated subsidiaries

The Company incurs expenses related to the Delta Pension Plan (“DPP”).

The DPP was acquired as part of the Delta PLC acquisition in fiscal 2010 and has no members who are active employees.

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

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

These assumptions are based on historical experience and current conditions.

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

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

Thirteen weeks ended

Thirty-nine weeks ended

September 27,

September 28,

September 27,

September 28,

Interest cost

Expected return on plan assets

Amortization of prior service costs

Amortization of net actuarial loss

Net periodic pension cost

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

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

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

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

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

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

Thirteen weeks ended

Thirty-nine weeks ended

September 27,

September 28,

September 27,

September 28,

Stock-based compensation

Income tax benefits

Fair Value Measurements

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

ASC 820 defines fair value and establishes a framework for its measurement.

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

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

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 when 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:

Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

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 “Other non-current assets” in the Condensed 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.

Mutual Funds:

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

Carrying Value

Fair Value Measurement Using:

September 27, 2025

Deferred compensation investments

Derivative financial instruments, net

Cash and cash equivalents—mutual funds

Carrying Value

Fair Value Measurement Using:

December 28, 2024

Deferred compensation investments

Derivative financial instruments, net

Cash and cash equivalents—mutual funds

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.

Goodwill and other intangible assets are measured at fair value on a non-recurring basis using Level 3 inputs.

See Note 5 for further information.

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

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

Comprehensive Income

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

The results of operations for

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

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

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

September 27,

Foreign currency translation adjustments

Hedging activities

Defined benefit pension plan

Accumulated other comprehensive loss

Revenue Recognition

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

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

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

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

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

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

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

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

as such, no revenue is recognized for design services.

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

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

Certain customers are invoiced through advance or progress billings.

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

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

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

Additional details are as follows:

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

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

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

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

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

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

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

Segment and Product Line Revenue Recognition

Infrastructure Segment

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

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

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

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

The method used to measure progress requires judgment.

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

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

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

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

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

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

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

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

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

Agriculture Segment

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

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

The disaggregation of revenue by product line is provided in Note 8.

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 Company to sell to the financial institution.

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

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

For any invoices 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 Condensed Consolidated Statements of Cash Flows.

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

September 27,

Confirmed obligations outstanding—beginning of period

Invoices confirmed

Confirmed invoices paid

Confirmed obligations outstanding—end of period

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 to the Company their remaining ownership, known as a call option.

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

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

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

Redemption value adjustments are offset against retained earnings.

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

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

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

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

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

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

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

Treasury Stock

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

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

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

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

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

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

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

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

In February 2023, the Board increased the program by an additional $ 400,000 .

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

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

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

The legislation includes a broad range of tax reform provisions.

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

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

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

Long-Term Debt

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

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

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

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

There have been no material changes to the Company’s significant accounting policies from those disclosed in Note 1 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update (“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.

The guidance will be adopted prospectively for the Form 10-K for the fiscal year ending December 27, 2025.

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

In November 2024, the FASB issued ASU No.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

9 unchanged sentences

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

(2) REVENUE RECOGNITION

Contract Assets and Liabilities

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

As of March 28, 2026 and December 27, 2025, the Company’s contract assets totaled $ 250,411 and $ 266,922 , respectively, and were recorded as “Contract assets” in the Condensed Consolidated Balance Sheets.

Certain customers are invoiced through advance or progress billings.

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

As of March 28, 2026, total contract liabilities were $ 77,441 , with $ 77,112 recorded as “Contract liabilities” and $ 329 as “Other non-current

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

(2) ACQUISITIONS

Acquisitions of Redeemable Noncontrolling Interests

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

for $ 14,624 .

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

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

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

(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 recognized 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 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 recognized in “ Other income (expenses) ” in the Consolidated Statements of Earnings.

(4) REALIGNMENT ACTIVITIES

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

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

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

liabilities” in the Condensed Consolidated Balance Sheets.

As of December 27, 2025, total contract liabilities were $ 52,475 , with $ 52,013 recorded as “Contract liabilities” and $ 462 as “Other non-current liabilities” in the Condensed Consolidated Balance Sheets.

During the thirteen weeks ended March 28, 2026 and March 29, 2025, the Company recognized $ 34,920 and $ 24,383 in revenue, respectively, from amounts included in contract liabilities as of December 27, 2025 and December 28, 2024, reflecting advance payments applied to performance obligations completed during the respective periods.

As of March 28, 2026, the Company had $ 329 in remaining performance obligations on contracts with an original expected duration of one year or more, which are expected to be fulfilled within the next 12 to 24 months.

Disaggregated Revenue

A breakdown of revenue recognized over time and at a point in time by segment for the thirteen weeks ended March 28, 2026 and March 29, 2025 is as follows:

Thirteen weeks ended March 28, 2026

Point in Time

Infrastructure

Severance and other employee benefit costs

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

Balance as of

Costs Paid or

Balance as of

September 27,

Severance and other employee benefit costs

Total net sales

Thirteen weeks ended March 29, 2025

Point in Time

Infrastructure

Total net sales

(3) ACQUISITIONS

Acquisitions of Businesses

On January 12, 2026, the Company acquired the remaining 80 % ownership interest in RMDS Innovation, Inc., a Quebec-based technology company, for total purchase consideration of approximately $ 15,428 , including working capital adjustments.

The consideration transferred was denominated in Canadian dollars and translated into U.S.

dollars using the spot exchange rate in effect on the acquisition date.

The consideration transferred included contingent consideration with an acquisition-date fair value of approximately $ 2,481 , payable in two future earn-out installments based on the achievement of specified performance targets.

The contingent consideration is classified as a liability and recorded in “Other non-current liabilities” in the Condensed Consolidated Balance Sheets.

In connection with the acquisition, the Company remeasured its previously held equity method investment to fair value as of the acquisition date and recognized a gain of approximately $ 1,557 within “ Other , net” in the Condensed Consolidated Statements of Earnings.

The purchase price allocation is preliminary and subject to adjustment within the one-year measurement period as additional information becomes available.

Approximately $ 16,653 of the purchase price has been classified as goodwill, which is not deductible for income tax purposes and is included in the Agriculture segment.

The amounts allocated to goodwill were primarily attributable to anticipated synergies and other intangibles that do not qualify for separate recognition, such as an assembled workforce.

The results of this acquisition are included in the Agriculture segment and were not material to the Condensed Consolidated Statements of Earnings for the thirteen weeks ended March 28, 2026.

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

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.

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 and approximately $ 8,922 was paid during the first quarter of fiscal 2026.

for $ 14,624 .

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

(4) INVENTORIES

Inventories are valued 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 inventory management practices at each location.

As of March 28, 2026 and December 27, 2025, inventories, net of reserves, consisted of the following:

Raw materials and purchased parts

Work in process

Finished and manufactured goods

Total inventories

As of March 28, 2026 and December 27, 2025, the Company’s inventory reserves were $ 66,908 and $ 68,001 , respectively.

(5) GOODWILL AND OTHER INTANGIBLE ASSETS

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

As of March 28, 2026 and December 27, 2025, the carrying amounts of goodwill by segment were as follows:

Infrastructure

3 unchanged sentences

Foreign currency translation

Balance as of September 27, 2025

Balance as of March 28, 2026

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Infrastructure

Gross balance as of September 27, 2025

Gross balance as of March 28, 2026

Accumulated impairment losses

Balance as of September 27, 2025

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

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

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

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

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 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.

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

Balance as of March 28, 2026

Other Intangible Assets

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

September 27, 2025

As of March 28, 2026 and December 27, 2025, the components of other intangible assets were as follows:

March 28, 2026

December 27, 2025

3 unchanged sentences

Non-amortizing intangible assets:

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

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

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

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

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

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

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

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

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

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

(6) EARNINGS PER SHARE

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

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

Thirteen weeks ended

Thirty-nine weeks ended

September 27,

September 28,

September 27,

September 28,

Net earnings attributable to Valmont Industries, Inc.

Change in redemption value of redeemable noncontrolling interests

Net earnings attributable to Valmont Industries, Inc.

including change in redemption value of redeemable noncontrolling interests

Weighted average shares outstanding (in thousands):

Dilutive effect of various stock awards

Net earnings attributable to Valmont Industries, Inc.

Dilutive effect of various stock awards

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

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

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

Amortization expenses for the thirteen weeks ended March 28, 2026 and March 29, 2025 were $ 2,699 and $ 2,858 , respectively.

Amortization expense is expected to average $ 8,330 annually over the next five fiscal years , based on amortizing intangible assets reported as of March 28, 2026.

(6) 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 Condensed Consolidated Statements of Earnings, while others are accounted for as fair value, cash flow, or net investment hedges.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

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 September 27, 2025 and December 28, 2024 was as follows:

The fair value of derivative instruments as of March 28, 2026 and December 27, 2025 was as follows:

Condensed Consolidated

September 27,

Derivatives designated as hedging instruments:

8 unchanged sentences

Other accrued expenses

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

Gains (losses) on derivatives recognized in the Condensed Consolidated Statements of Earnings for the thirteen weeks ended March 28, 2026 and March 29, 2025 were as follows:

Condensed Consolidated

Thirteen weeks ended

Thirty-nine weeks ended

Derivatives designated

Statements of

September 27,

September 28,

September 27,

September 28,

as hedging instruments:

8 unchanged sentences

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

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

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

Gains (losses) realized upon settlement are recorded in “Product cost of sales” in the Condensed

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

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

As of March 28, 2026, the details of these contracts were as follows:

Commodity Type

3 unchanged sentences

22,500 short tons

September 2025 to December 2025

April 2026 to March 2027

135,000 MMBtu

October 2025 to December 2026

April 2026 to March 2027

Ultra-low-sulfur diesel fuel

3,276,000 gallons

September 2025 to June 2027

March 2026 to June 2027

2,640 metric tons

January 2026 to December 2027

March 2026 to December 2027

Net Investment Hedges

3 unchanged sentences

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

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

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 September 27, 2025 were as follows:

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

Key terms as of March 28, 2026 were as follows:

Termination Date

4 unchanged sentences

April 1, 2029

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.

(7) FAIR VALUE MEASUREMENTS

The following tables present the carrying values and fair value measurements of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 28, 2026 and December 27, 2025:

Carrying Value

Fair Value Measurement Using:

March 28, 2026

Deferred compensation investments

Derivative financial instruments, net

Cash and cash equivalents—mutual funds

Carrying Value

Fair Value Measurement Using:

December 27, 2025

Deferred compensation investments

Derivative financial instruments, net

Cash and cash equivalents—mutual funds

Goodwill and other intangible assets are measured at fair value on a non-recurring basis using Level 3 inputs.

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

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

(8) 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 earnings per share:

Thirteen weeks ended

Net earnings attributable to Valmont Industries, Inc.

Weighted average shares outstanding (in thousands):

Dilutive effect of various stock awards

Net earnings attributable to Valmont Industries, Inc.

Dilutive effect of various stock awards

As of March 28, 2026 , there were no outstanding stock options with exercise prices in excess of the average market price of common stock during the first quarter of fiscal 2026.

As of March 29, 2025, there were 41,326 such options.

These options were anti-dilutive and, accordingly, were excluded from the computation of diluted earnings per share.

(9) STOCK-BASED COMPENSATION

For the thirteen weeks ended March 28, 2026 and March 29, 2025, stock-based compensation expense (included in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Earnings) and associated income tax benefits were as follows:

Thirteen weeks ended

Stock-based compensation

Income tax benefits

For the thirteen weeks ended March 28, 2026, the Company granted 4,395 restricted stock units at a weighted average grant date price of $ 424.89 per share unit and 20,406 performance stock units at a weighted average grant date price of $ 448.57 per share unit.

(10) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

As of March 28, 2026 and December 27, 2025, the components of accumulated other comprehensive loss were as follows:

Foreign currency translation adjustments

Hedging activities

Defined benefit pension plan

Accumulated other comprehensive loss

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

(11) SHARE REPURCHASES

The Company maintains a share repurchase program with a total authorization of $ 2,100,000 .

During the thirteen weeks ended March 28, 2026, the Company repurchased 131,197 shares for $ 56,554 .

As of March 28, 2026, the Company had repurchased 8,974,477 shares for approximately $ 1,589,449 since the program's inception and had approximately $ 510,551 of remaining capacity under the program.

(12) SUPPLIER FINANCE PROGRAM

As of March 28, 2026 and December 27, 2025, outstanding payment obligations under the Company’s supplier finance program, included in “Accounts payable” in the Condensed Consolidated Balance Sheets, were $ 56,351 and $ 56,324 , respectively.

(13) CONTINGENCIES

The Company is party to certain legal proceedings and claims arising in the normal course of business.

Brazil Litigation

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.

In the first quarter of fiscal 2026, prior to the appellate court issuing decisions on final motions for clarification, the Company entered into a settlement agreement with the plaintiff for approximately 105,000 Brazilian reais (approximately $ 20,036 U.S.

This settlement amount excludes certain attorney’s fees, which are still being finalized, and was materially consistent with the estimate made as of December 27, 2025.

As of March 28, 2026 and December 27, 2025, the Company had accrued approximately $ 24,104 and $ 24,165 , respectively, related to these matters, which is included in “Other accrued expenses” in the Condensed Consolidated Balance Sheets.

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

Pursuant to the terms of the settlement agreement, payment is expected to be made in the second quarter of fiscal 2026.

No losses beyond the amounts accrued are deemed probable at this time.

Customs and Border Protection Inquiry

In February 2026, the Company received inquiries from U.S.

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

Throughout the first quarter of fiscal 2026, the Company received two formal CBP inquiries.

While one inquiry has not yet been responded to by CBP, the Company received a response on the other indicating that the Company was found to be in compliance and that no further action was required.

Based on management’s assessment of the facts and circumstances currently available, including the Company’s understanding of current CBP guidance previously enacted, management does not believe a loss is probable or reasonably estimable as of March 28, 2026, with respect to changes in valuation methodology.

Section 232 Tariff Modifications – Subsequent Event

On April 2, 2026, a proclamation was issued modifying Section 232 tariffs on steel, aluminum, and certain derivative articles, effective April 6, 2026.

Under the proclamation, tariffs on certain steel products, including utility poles, are determined based on sourcing requirements, with a 10 % ad valorem rate applicable to products in which at least 95 % of steel content was melted and poured in the U.S.

Products that do not meet these requirements are subject to higher tariff rates, including up to 50 % on full value.

The Company is currently assessing the full scope of affected products and the prospective financial impact on its results of operations and financial condition.

At this time, the Company believes that the majority of its steel poles produced in Mexico will be subject to a 10 % tariff rate.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

The Company continuously monitors developments in these matters and will adjust its accruals if and when additional information becomes available or circumstances change.

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.

(14) BUSINESS SEGMENTS AND RELATED REVENUE INFORMATION

1 unchanged sentence

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.

2 unchanged sentences

Infrastructure :

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

This segment consists of the manufacture and distribution of products and solutions to serve the infrastructure markets of utility, lighting, transportation, and telecommunications, 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.

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

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

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

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Summary by Business Segment

Thirteen weeks ended September 27, 2025

Infrastructure

Intersegment sales

Cost of sales

Selling, general, and administrative expenses (a)

Segment operating income

Unallocated corporate expenses

Total operating income

Thirteen weeks ended September 28, 2024

Thirteen weeks ended March 28, 2026

Infrastructure

5 unchanged sentences

Total operating income

Thirty-nine weeks ended September 27, 2025

Thirteen weeks ended March 29, 2025

Infrastructure

2 unchanged sentences

Selling, general, and administrative expenses (a)

Impairment of long-lived assets

Realignment charges

Segment operating income

Unallocated corporate expenses

Corporate realignment charges

Total operating income

(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.

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

Thirty-nine weeks ended September 28, 2024

Infrastructure

Intersegment sales

Cost of sales

Selling, general, and administrative expenses (a)

Segment operating income

Unallocated corporate expenses

Total operating income

Thirteen weeks ended September 27, 2025

In the first quarter of fiscal 2026, the Company revised its product line presentation to better reflect how the business is currently managed.

Within the Infrastructure segment, product lines are now presented as North America Utility, North America Lighting and Transportation, North America Coatings, North America Telecommunications, and International Infrastructure and Solar, replacing the previous presentation of Utility, Lighting and Transportation, Coatings, Telecommunications, and Solar.

Within the Agriculture segment, product lines are now presented as Agriculture, replacing the previous presentation of Irrigation Equipment and Parts and Technology Products and Services.

The prior period product line amounts have been recast to conform to the current period presentation.

Thirteen weeks ended March 28, 2026

Infrastructure

3 unchanged sentences

Product line:

Lighting and Transportation

Telecommunications

Irrigation Equipment and Parts

Technology Products and Services

Thirteen weeks ended September 28, 2024

North America Utility

North America Lighting and Transportation

North America Coatings

North America Telecommunications

International Infrastructure and Solar

Thirteen weeks ended March 29, 2025

Infrastructure

3 unchanged sentences

Product line:

Lighting and Transportation

Telecommunications

Irrigation Equipment and Parts

Technology Products and Services

North America Utility

North America Lighting and Transportation

North America Coatings

North America Telecommunications

International Infrastructure and Solar

Infrastructure

Total segment assets

Unallocated corporate assets

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

Thirty-nine weeks ended September 27, 2025

Infrastructure

Geographical market:

North America

International

Product line:

Lighting and Transportation

Telecommunications

Irrigation Equipment and Parts

Technology Products and Services

Thirty-nine weeks ended September 28, 2024

Infrastructure

Geographical market:

North America

International

Product line:

Lighting and Transportation

Telecommunications

Irrigation Equipment and Parts

Technology Products and Services

September 27,

Infrastructure

Total segment assets

Unallocated corporate assets

Thirteen weeks ended

Thirty-nine weeks ended

September 27,

September 28,

September 27,

September 28,

CAPITAL EXPENDITURES:

3 unchanged sentences

Total capital expenditures

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Thirteen weeks ended

Thirty-nine weeks ended

September 27,

September 28,

September 27,

September 28,

DEPRECIATION AND AMORTIZATION:

3 unchanged sentences

Total depreciation and amortization expense

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

Thirteen weeks ended September 27, 2025

Thirty-nine weeks ended September 27, 2025

Point in Time

Infrastructure

Total net sales

Thirteen weeks ended September 28, 2024

Thirty-nine weeks ended September 28, 2024

Point in Time

Infrastructure

Total net sales

(9) CONTINGENCIES

The Company is party to certain legal proceedings and claims arising in the normal course of business.

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

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

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

The outcome of this matter cannot be predicted with certainty and the Company’s accrual may not be adequate to cover the final judgment.

At this time, the ultimate resolution of this matter may adversely affect selling, general, and administrative expenses by up to an additional $ 20,000 in a future fiscal period.

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

No further losses beyond the amounts accrued are deemed probable at this time.

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

What changed 10-Q

Item 1. Financial Statements