What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-28 compared with 2025-10-28 · 112 added, 187 removed, 173 unchanged (63% of the section changed)

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Dollars in thousands, except per-share amounts

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as a percentage of net sales

Impairment of long-lived assets

Realignment charges

Operating income

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Effective tax rate

Net earnings attrib.

to Valmont Industries, Inc.

Net earnings attributable to Valmont Industries, Inc.

Diluted earnings per share

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as a percentage of net sales

Impairment of long-lived assets

Realignment charges

Operating income

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as a percentage of net sales

Impairment of long-lived assets

Realignment charges

Operating income

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Selling, general, and administrative expenses

Realignment charges

Operating loss

NM = not meaningful

On a consolidated basis, net sales increased in the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024.

The increase was primarily driven by higher net sales in the Infrastructure segment, partially offset by lower net sales in the Agriculture segment.

Consolidated gross profit increased in the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024.

The third quarter improvement was largely attributable to higher sales volumes in the Infrastructure segment, particularly within the Utility and Telecommunications product lines, as well as higher average selling prices in the Agriculture segment.

For the first three quarters of fiscal 2025, lower sales in North America within the Agriculture segment more than offset gains in international markets.

Improved volumes and pricing in the Infrastructure segment also contributed to the overall increase in consolidated gross profit.

Consolidated selling, general, and administrative (“SG&A”) expenses was similar in the third quarter and slightly higher for the first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024.

The changes were primarily driven by higher credit loss expense, partially offset by lower compensation and incentive costs.

Consolidated operating income increased in the third quarter of fiscal 2025 and decreased in the first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024.

The third quarter increase was primarily due to improved pricing and higher volumes in the Infrastructure segment, partially offset by lower volumes in the Agriculture segment.

The first three quarters decline was primarily attributable to the impairment of certain long-lived assets totaling $91.3 million, realignment charges of $8.9 million, and increased SG&A expenses.

Acquisitions and Divestitures

We continue to strategically enhance our portfolio through targeted acquisitions and divestitures, demonstrating our commitment to refining our business focus and driving value within our core segments.

In the fourth quarter of fiscal 2024, we divested George Industries, a coating and anodizing company in California previously included in the Infrastructure segment, and our extractive business, which included the manufacturing and distribution of screening products for the mining and quarrying sectors in Australia and New Zealand, previously included in the Infrastructure segment.

Macroeconomic and Geopolitical Impacts on Financial Results and Liquidity

We continue to actively monitor a range of macroeconomic and geopolitical uncertainties that have affected, and may continue to affect, our business operations and financial performance.

These include volatility in the global economic and trade environment, inflationary cost pressures, supply chain disruptions, foreign currency fluctuations relative to the United States (“U.S.”) dollar, changing interest rates, ongoing international conflicts, and labor shortages.

These factors may influence our operational costs, revenue streams, and overall financial stability.

As conditions evolve, we are proactively adjusting our business strategies to mitigate potential risks, maintain financial resilience, and ensure sufficient liquidity to support ongoing operations and strategic initiatives.

Net Interest Expense

Consolidated net interest expense decreased in the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024, due to a decrease in average outstanding borrowings on the revolving line of credit along with lower average interest rates.

Consolidated net sales increased by $59.9 million or 6.2% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025.

The increase was primarily driven by higher net sales in the Infrastructure segment, particularly within the North America Utility product line, partially offset by lower net sales in the Agriculture segment.

Consolidated gross profit increased by $25.8 million or 8.9% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025.

The increase was largely attributable to favorable pricing and higher sales volumes in the Infrastructure segment, particularly within the North America Utility product line, as well as higher average selling prices in North America in the Agriculture segment.

These improvements were partially offset by lower sales volumes in the Agriculture segment, largely in the Middle East and Brazil.

Consolidated selling, general, and administrative (“SG&A”) expenses decreased by $1.5 million or 0.9% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025, driven mainly by lower compensation costs from reduced employee headcount, partially offset by increased incentive compensation resulting from improved performance in the North America Utility product line.

Consolidated operating income increased by $27.3 million or 21.3% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025.

The increase was primarily due to improved pricing and higher sales volumes in the Infrastructure segment, partially offset by lower sales volumes in the Agriculture segment.

Income Tax Expense

Our effective income tax rate in the third quarter and first three quarters of fiscal 2025 was 23.1% and 31.1%, respectively, as compared to 26.5% and 25.0% in the same periods of fiscal 2024.

The decrease in the effective tax rate for the third quarter of fiscal 2025 was primarily due to a more favorable geographic mix of earnings.

The increase in the effective tax rate for the first three quarters of fiscal 2025 was mainly attributable to goodwill impairment charges recorded during the period, for which no corresponding tax benefits were recognized.

Our effective income tax rate in the first quarter of fiscal 2026 was 25.6%, as compared to 26.1% in the same period of fiscal 2025.

The decrease in the effective tax rate was primarily attributable to a more favorable geographic mix of earnings.

Infrastructure Segment

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Lighting and Transportation

Telecommunications

Operating income

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Lighting and Transportation

Telecommunications

North America Utility

North America Lighting and Transportation

North America Coatings

North America Telecommunications

International Infrastructure and Solar

Operating income

Infrastructure segment sales increased in the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024.

This growth was primarily driven by higher sales volumes in the Utility and Telecommunications product lines, which more than offset declines in the Lighting and Transportation (“L&T”) and Solar product lines.

Foreign currency translation negatively impacted the first three quarters of fiscal 2025 results by approximately $4.5 million.

Regionally, Infrastructure segment sales increased in North America in both the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024, but declined in international markets during the same periods.

Utility product line sales increased in both the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024, reflecting favorable pricing and higher volumes.

This performance was supported by continued strong demand in the utility market driven by ongoing investments in energy transition and grid modernization.

L&T product line sales declined in both the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024, driven by lower volumes in the Asia-Pacific region and softer market demand in North America.

A significant contributor to the decline was the divestiture of the extractive business in the fourth quarter of fiscal 2024.

Coatings product line sales increased in both the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024, benefiting from healthy infrastructure demand.

Telecommunications product line sales increased significantly in both the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024, supported by our quick-turn order strategy and alignment with carrier spending programs.

Solar product line sales declined significantly in both the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024, largely due to lower volumes resulting from the Company’s strategic decision to exit select regional markets.

Infrastructure segment gross profit increased in both the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024, primarily due to higher volumes in the Utility and Telecommunications product lines, partially offset by lower volumes in the Solar product line.

Additionally, a slowdown of L&T markets outside of the U.S., among other factors, led to the recognition of approximately $6.0 million of slow moving inventory reserves.

Infrastructure segment SG&A expenses decreased in the third quarter of fiscal 2025 and increased in the first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024.

The third quarter decrease primarily reflected lower compensation and incentives costs, partially offset by higher credit loss expense of approximately $3.7 million.

The first three quarters increase primarily reflected higher credit loss expense of approximately $8.0 million, notably in the Solar product line in North America, partially offset by lower incentive costs.

Infrastructure segment operating income increased in the third quarter of fiscal 2025 and decreased in the first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024.

The third quarter increase was primarily attributable to higher pricing and volumes, and an improved global cost structure.

The first three quarters decline was primarily due to the impairment of certain long-lived assets totaling $89.4 million, realignment charges of $1.4 million, lower volumes in the L&T and Solar product lines, and higher SG&A expenses.

Infrastructure segment sales increased by $99.7 million or 14.1% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025.

The increase was driven by favorable pricing and higher sales volumes in the North America Utility product line, as well as increased volumes in the North America Coatings product line.

These increases more than offset declines in the North America Lighting and Transportation (“L&T”) and North America Telecommunications product lines.

Foreign currency translation favorably impacted the first quarter of fiscal 2026 results by approximately $12.0 million.

North America Utility product line sales increased by $91.3 million or 27.4% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025, reflecting favorable pricing and higher sales volumes.

Demand remained strong, supported by increased electrical energy consumption and continued utility investment to expand and reinforce grid capacity, including to serve growing power demand from data centers and other sources of load growth.

North America L&T product line sales decreased by $5.5 million or 4.4% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025, driven by lower sales volumes resulting from certain operational challenges, partially offset by favorable pricing.

North America Coatings product line sales increased by $7.4 million or 13.3% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025, driven by favorable pricing and higher volumes, benefiting from continued strength in infrastructure-related and data center demand.

North America Telecommunications product line sales decreased by $2.5 million or 3.9% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025, primarily due to lower sales volumes associated with slightly lower carrier spending.

International Infrastructure and Solar product line sales increased by $8.9 million or 6.9% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025, largely due to favorable foreign currency translation impacts totaling approximately $11.3 million, partially offset by lower telecommunications sales volumes.

Infrastructure segment gross profit increased by $31.3 million or 14.7% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025, primarily due to favorable pricing and higher sales volumes in the North America Utility and the North America Coatings product lines.

Infrastructure segment SG&A expenses increased by $5.5 million or 5.8% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025.

The increase was primarily driven by higher compensation and incentives costs.

Infrastructure segment operating income increased by $25.8 million or 22.0% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025.

The increase was primarily attributable to higher pricing and sales volumes, along with an improved global cost structure.

Agriculture Segment

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Operating income

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North America

International

Operating income

In North America, Agriculture segment sales declined in both the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024.

These decreases were primarily due to lower irrigation equipment sales volumes, reflecting continued softness in the agriculture market.

Contributing factors included lower grain prices, uncertainty surrounding trade policy, and the timing of government funding.

In addition, average selling prices for irrigation equipment were similar for the quarter but declined slightly year-to-date, primarily due to a shift in product mix and increased competitive bidding activity in certain regions.

In international markets, Agriculture segment sales decreased in the third quarter of fiscal 2025 and increased in the first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024.

The third quarter decline was primarily driven by the timing of project sales in the Middle East and lower volumes in South America.

The first three quarters increase was driven by stronger project volumes in the Europe, Middle East, and Africa (“EMEA”) region and higher volumes in Brazil.

These gains were partially offset by unfavorable foreign currency translation impacts of approximately $10.0 million in the first three quarters of fiscal 2025.

Our Agriculture business remains cyclical and is influenced by factors such as net farm income, commodity prices, weather volatility, geopolitical events, and farmer sentiment regarding future economic conditions.

We actively monitor these variables, including U.S.

net farm income estimates published by the U.S.

Department of Agriculture.

In Brazil, w e track fluctuations in grain prices and projected farm input costs to assess grower sentiment.

Looking ahead, Irrigation Equipment and Parts sales in North America are expected to remain muted for the remainder of fiscal 2025.

However, we remain focused on navigating evolving market conditions and positioning the Agriculture business for long-term growth across both domestic and international markets.

Agriculture segment gross profit was similar in the third quarter of fiscal 2025 and decreased in the first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024.

The first three quarters decline was driven by lower volumes and slightly lower average selling prices in North America, which more than offset international volume gains.

Agriculture segment SG&A increased in the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024.

The increase primarily reflected higher Brazil credit loss expense of approximately $11.0 million related to specific customer receivables, partially offset by lower compensation and incentive costs.

Agriculture segment operating income declined in both the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024.

The third quarter decline was primarily due to lower volumes and increased expected customer credit loss expense.

The first three quarters decline was primarily driven by lower sales volumes in North America and one-time charges related to the agriculture solar business totaling $5.9 million.

In the third quarter and first three quarters of fiscal 2025, operating income in the Agriculture segment was also negatively impacted by $4.1 million and $8.0 million, respectively, primarily due to an increase in reserves related to an unfavorable Brazilian court ruling involving a former dealer.

The Company has appealed the decision and intends to contest all allegations.

Management cannot reasonably estimate the timing of a potential outcome, the amount of a potential outcome,

or litigation costs associated with this matter.

While we maintain reserves for liabilities that are reasonably estimable, these reserves may prove insufficient to cover the final judgment.

As a result, this uncertainty could adversely affect SG&A expenses by up to an additional $20.0 million within the Agriculture segment.

Corporate SG&A expenses decreased in the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024, primarily due to lower compensation and incentive costs, partially offset by higher professional services fees.

In addition, the first three quarters of fiscal 2025 included realignment charges totaling $4.6 million.

In North America, Agriculture segment sales increased by $2.1 million or 1.5% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025.

The increase was primarily attributable to higher average selling prices, partially offset by lower irrigation equipment sales volumes, reflecting continued softness in the agriculture market.

This softness was driven by lower grain prices, uncertainty surrounding trade policy, and the timing of government funding.

In international markets, Agriculture segment sales decreased by $42.4 million or 32.7% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025.

The decline was primarily driven by operational disruptions related to the Middle East conflict, as well as lower sales volumes in Brazil.

These impacts were partially offset by favorable foreign currency translation of approximately $5.1 million during the first quarter of fiscal 2026.

The Agriculture business is cyclical and influenced by factors including net farm income, commodity prices, weather volatility, geopolitical events, and farmer sentiment regarding future economic conditions.

We closely monitor these variables across our key markets.

In the U.S., net farm income estimates published by the U.S.

Department of Agriculture are a key indicator of grower purchasing capacity.

In Brazil, we monitor grain prices, projected farm input costs, interest rates, and net farm income trends, which collectively influence grower liquidity, credit availability, and purchasing behavior.

Looking ahead, we remain focused on managing through evolving market conditions and positioning the Agriculture business for long-term growth across both domestic and international markets.

Agriculture segment gross profit decreased by $5.5 million or 7.1% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025.

The decrease primarily reflected lower sales volumes as a result of the Middle East conflict and continued market softness in North America, partially offset by higher average selling prices in North America.

Additionally, as of March 28, 2026, our manufacturing facility in Dubai has remained idle leading to abnormal manufacturing variances in the first quarter of fiscal 2026.

Agriculture segment SG&A decreased by $2.8 million or 6.7% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025.

The decrease primarily reflected lower compensation costs.

Agriculture segment operating income decreased by $2.7 million or 7.5% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025.

The decline was primarily attributable to lower sales volumes, partially offset by reduced SG&A expenses.

Corporate SG&A expenses decreased by $4.2 million or 16.8% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025, primarily due to lower compensation and technology costs, partially offset by higher incentive costs.

KEY FACTORS AFFECTING FINANCIAL RESULTS

Acquisitions and Divestitures

In the first quarter of fiscal 2026, we acquired the remaining 80% ownership interest in RMDS Innovation, Inc., a Quebec-based technology company, included in the Agriculture Segment.

Macroeconomic and Geopolitical Impacts on Financial Results and Liquidity

We continue to actively monitor a range of macroeconomic and geopolitical uncertainties that have affected, and may continue to affect, our business operations and financial performance.

These include volatility in the global economic and trade environment, inflationary cost pressures, supply chain disruptions, foreign currency fluctuations relative to the U.S.

dollar, changing interest rates, ongoing international conflicts, and labor shortages.

These factors may influence our operational costs, revenue streams, and overall financial stability.

On February 28, 2026, the United States and Israel commenced military strikes against Iran, which has prompted Iranian retaliatory attacks throughout the broader Middle East region.

We have agriculture operations headquartered in Dubai, United Arab Emirates, with business activities conducted in the Middle East.

The ongoing conflict has affected, and may continue to adversely affect, our regional operations through disruptions to logistics networks and transportation infrastructure, increases in energy costs, and volatility in regional currency and financial markets.

Certain of our customers and suppliers in the region may also be negatively impacted by these events.

We continue to actively monitor the evolving situation and take appropriate actions to mitigate the impact on our operations, financial results, and liquidity.

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.

During fiscal 2025, we imported approximately $220.0 million of fabricated steel structures from Mexico into the U.S., which represents the primary category of products affected by these modifications.

Based on our current assessment, we believe that the majority of our steel poles produced at our Mexico facility will qualify for the 10% tariff rate, as those structures are produced using U.S.

melted and poured steel.

Management has interpreted the requirements of the proclamation based on its current understanding and available guidance.

Regulatory interpretations may evolve, and authorities could reach conclusions that differ from management’s interpretation.

If such differing interpretations were to occur, the Company may be required to modify its practices, which could result in increased costs or changes to reported results.

LIQUIDITY AND CAPITAL RESOURCES

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Any purchases will be funded through available liquidity and ongoing cash flows, and will be made subject to prevailing market and economic conditions.

As of September 27, 2025, we had approximately $640.2 million of remaining capacity under the share repurchase program.

As of March 28, 2026, we had approximately $510.6 million of remaining capacity under the share repurchase program.

Since the program’s inception in May 2014, we have repurchased approximately 9.0 million shares for a total of $1.6 billion.

We remain committed to maintaining a capital structure that supports our investment-grade credit rating.

As of the latest assessments, our credit ratings were Baa2 (stable outlook) by Moody’s Ratings and BBB+ (stable outlook) by S&P Global Ratings.

As of the latest assessments, our credit ratings were Baa2 (stable outlook) by Moody’s Ratings and BBB+ (stable outlook) by S&P

Global Ratings.

To support these ratings, we aim to manage our debt-to-invested capital ratio within levels that reinforce our investment-grade status.

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We have no economic interest in a supplier’s decision to participate.

As of September 27, 2025 and December 28, 2024, our accounts payable in the Condensed Consolidated Balance Sheets included $60.8 million and $45.6 million, respectively, related to the obligations under this program.

As of March 28, 2026 and December 27, 2025, our accounts payable in the Condensed Consolidated Balance Sheets included $56.4 million and $56.3 million, respectively, related to the obligations under this program.

Sources of Financing

As of September 27, 2025, our available debt financing primarily included senior unsecured notes and a revolving credit facility.

As of March 28, 2026, our available debt financing primarily included senior unsecured notes and a revolving credit facility.

Senior Unsecured Notes

As of September 27, 2025, our senior unsecured notes consisted of:

As of March 28, 2026, our senior unsecured notes consisted of:

● $450.0 million face value ($434.7 million carrying value) notes at an interest rate of 5.00% per annum, maturing in October 2044.

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Additionally, a commitment fee is applied to the average daily unused portion of the facility, ranging from 9 to 20 basis points, based on our credit rating.

As of September 27, 2025 and December 28, 2024, we had no outstanding borrowings under this facility.

As of March 28, 2026 and December 27, 2025, we had outstanding borrowings of $60.0 million and $65.0 million, respectively, under this facility.

The facility includes a financial covenant that may limit additional borrowing.

As of September 27, 2025, we could borrow $799.8 million under the facility, after accounting for $0.2 million in standby letters of credit related to certain insurance obligations.

Additionally, we maintain short‑term bank lines of credit totaling $30.0 million, all of which were unused as of September 27, 2025.

As of March 28, 2026, we could borrow $739.8 million under the facility, after accounting for $0.2 million in standby letters of credit related to certain insurance obligations.

Additionally, we maintain short‑term bank lines of credit totaling $9.8 million, all of which were unused as of March 28, 2026.

Covenants and Compliance

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Customary events of default may trigger the acceleration of obligations, subject to grace periods where applicable.

As of September 27, 2025, we were in compliance with all covenants related to these debt agreements.

As of March 28, 2026, we were in compliance with all covenants related to these debt agreements.

For detailed calculations of Adjusted EBITDA and the leverage ratio, please refer to the “Selected Financial Measures” section.

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For fiscal 2026 and beyond, we are confident in our liquidity position, supported by accessible credit facilities, capital markets, and a solid track record of positive operating cash flows.

As of September 27, 2025, we held $226.1 million in cash, including $180.2 million in non-U.S.

As of March 28, 2026, we held $160.2 million in cash, including $132.3 million in non-U.S.

subsidiaries.

Distributions of this foreign cash would incur tax liabilities.

As of September 27, 2025, we had liabilities of $1.5 million for foreign withholding taxes and $0.5 million for U.S.

As of March 28, 2026, we had liabilities of $2.5 million for foreign withholding taxes and $0.2 million for U.S.

state income taxes.

We are in negotiations to purchase shares owned by minority shareholders of two consolidated subsidiaries that are not wholly owned.

If completed, these transactions would result in the acquisition of the remaining associated redeemable noncontrolling interests.

We estimate that the related cash outflows could exceed $90.0 million and may occur during the fourth quarter of fiscal 2025.

The ultimate timing and amounts of these potential payments will depend on the outcome of the ongoing negotiations.

We expect our capital expenditures to be in the range of $140.0 million to $150.0 million for fiscal 2025.

The table below summarizes our cash flow information for the thirty-nine weeks ended September 27, 2025 and September 28, 2024:

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We expect fiscal 2026 capital expenditures to range from $170.0 million to $200.0 million.

The table below summarizes our cash flow information for the thirteen weeks ended March 28, 2026 and March 29, 2025:

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Net cash flows from financing activities

Operating Cash Flows and Working Capital – Cash provided by operating activities totaled $345.2 million in the first three quarters of fiscal 2025, as compared to $379.3 million in the same period of fiscal 2024.

The change in operating cash flows reflects unfavorable changes in working capital, including decreased customer receipts due to large down payments received in the third quarter of fiscal 2024.

This was partially offset by decreases in tax and interest payments, as well as a reduction in required pension contributions.

Cash flows for the first three quarters of fiscal 2025 and the first three quarters of fiscal 2024 were also impacted by severance payments totaling $5.5 million and $11.8 million, respectively, related to organizational realignment programs.

Investing Cash Flows – Cash used in investing activities totaled $104.3 million in the first three quarters of fiscal 2025, as compared to $55.1 million in the same period of fiscal 2024.

Investing activities in the first three quarters of fiscal 2025 primarily included capital spending of $104.2 million.

Investing activities in the first three quarters of fiscal 2024 primarily included capital spending of $53.8 million.

Financing Cash Flows – Cash used in financing activities totaled $186.2 million in the first three quarters of fiscal 2025, as compared to $325.9 million in the same period of fiscal 2024.

Our total interest-bearing debt was $755.7 million as of September 27, 2025 and $757.9 million as of December 28, 2024.

Financing activities in the first three quarters of fiscal 2025 primarily consisted of borrowings on the revolving credit facility and short-term notes of $132.8 million offset by principal payments on our long-term debt and short-term borrowings of $135.0 million, dividends paid of $39.1 million, the purchase of treasury shares of $125.8 million, the purchase of a redeemable noncontrolling interest of $14.6 million following the exercise of put options by the minority shareholders, and the net activity from stock option and incentive plans,

including the associated withholding payments, of $1.9 million.

Financing activities in the first three quarters of fiscal 2024 primarily consisted of borrowings on the revolving credit facility and short-term notes of $37.4 million, offset by principal repayments on our long-term debt and short-term borrowings of $249.9 million, dividends paid of $36.3 million, the repurchase of common stock of $55.1 million, the purchase of redeemable noncontrolling interests of $17.7 million, and the net activity from stock option and incentive plans, including the associated withholding payments, of $3.9 million.

Operating Cash Flows and Working Capital – Cash provided by operating activities totaled $103.5 million in the first quarter of fiscal 2026, as compared to $65.1 million in the same period of fiscal 2025.

The change in operating cash

flows reflects higher operating income in addition to a lower incentive compensation bonus payout in fiscal 2026 relative to fiscal 2025.

Investing Cash Flows – Cash used in investing activities totaled $43.3 million in the first quarter of fiscal 2026, as compared to $30.2 million in the same period of fiscal 2025.

Investing activities in the first quarter of fiscal 2026 primarily included capital spending of $34.6 million and the acquisition of RMDS Innovations, Inc., net of cash acquired, of $11.2 million.

Investing activities in the first quarter of fiscal 2025 primarily included capital spending of $30.3 million.

Financing Cash Flows – Cash used in financing activities totaled $87.2 million in the first quarter of fiscal 2026, as compared to $17.0 million in the same period of fiscal 2025.

Our total interest-bearing debt was $815.0 million as of March 28, 2026 and $829.5 million as of December 27, 2025.

Financing activities in the first quarter of fiscal 2026 primarily consisted of borrowings on the revolving credit facility of $50.0 million offset by payments of $55.6 million, dividends paid of $13.3 million, stock repurchases of $57.6 million, the purchase of a redeemable noncontrolling interest of $8.9 million, and the net activity from stock option and incentive plans, including the associated withholding payments, of $1.9 million.

Financing activities in the first quarter of fiscal 2025 primarily consisted of borrowings on the revolving credit facility and short-term notes of $62.8 million, offset by principal payments on our long-term debt and short-term borrowings of $64.6 million, dividends paid of $12.0 million, and the net activity from stock option and incentive plans, including the associated withholding payments, of $3.5 million.

Guarantor Summarized Financial Information

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Any amounts due to or from the Issuer or Guarantors, as well as transactions with non-guarantor subsidiaries, are disclosed separately.

The combined financial information for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024 was as follows:

The combined financial information for the thirteen weeks ended March 28, 2026 and March 29, 2025 was as follows:

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Dollars in thousands

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Net earnings attributable to Valmont Industries, Inc.

The combined financial information as of September 27, 2025 and December 28, 2024 was as follows:

September 27,

The combined financial information as of March 28, 2026 and December 27, 2025 was as follows:

Dollars in thousands

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Non-current liabilities

As of September 27, 2025 and December 28, 2024, non-current assets included a receivable from non-guarantor subsidiaries of $92,038 and $90,938, respectively.

As of September 27, 2025 and December 28, 2024, non-current liabilities included a payable to non-guarantor subsidiaries of $299,469 and $243,465, respectively.

As of March 28, 2026 and December 27, 2025, non-current assets included a receivable from non-guarantor subsidiaries of $77,603 and $83,641, respectively.

As of March 28, 2026 and December 27, 2025, non-current liabilities included a payable to non-guarantor subsidiaries of $368,414 and $325,225, respectively.

Selected Financial Measures

The leverage ratio is a key financial metric we use to assess our maximum borrowing capacity.

It is defined as the ratio of (a) interest-bearing debt, minus unrestricted cash in excess of $50.0 million (but not exceeding $500.0 million), to (b) Adjusted EBITDA.

It is defined as the ratio of (a) interest-bearing debt, minus unrestricted cash in excess of $50.0 million (but not exceeding $500.0 million), to (b)

Adjusted EBITDA.

In the event of an acquisition or divestiture, Adjusted EBITDA is calculated on a pro forma basis, reflecting the transaction as if it had occurred on the first day of the period.

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Additionally, they should not be interpreted as indicators of operating performance or liquidity.

The calculation of Adjusted EBITDA for the four fiscal quarters ended September 27, 2025 was as follows:

The calculation of Adjusted EBITDA for the four fiscal quarters ended March 28, 2026 was as follows:

Four fiscal quarters ended

September 27,

Dollars in thousands

11 unchanged sentences

Non-recurring non-cash charges

Pro forma divestitures adjustment

Pro forma acquisition adjustment

Adjusted EBITDA

Four fiscal quarters ended

September 27,

Dollars in thousands

7 unchanged sentences

Non-recurring non-cash charges

Pro forma divestitures adjustment

Pro forma acquisition adjustment

Adjusted EBITDA

The calculation of the leverage ratio as of September 27, 2025 was as follows:

September 27,

The calculation of the leverage ratio as of March 28, 2026 was as follows:

Dollars in thousands

5 unchanged sentences

FINANCIAL OBLIGATIONS AND COMMITMENTS

There were no material changes in the Company’s financial obligations and commitments during the thirty-nine weeks ended September 27, 2025.

There were no material changes in the Company’s financial obligations and commitments during the thirteen weeks ended March 28, 2026.

For additional information on the Company’s financial obligations and commitments, refer to the “Cash Uses” section in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025.

CRITICAL ACCOUNTING ESTIMATES

The accounting policies described below involve significant judgments and estimates that are used in preparing our Consolidated Financial Statements.

Management exercises substantial judgment in determining these estimates, which are essential to our financial reporting.

The key areas that involve such estimates include impairments of goodwill and other intangible assets, income taxes, revenue recognition for product lines recognized over time, and inventory obsolescence.

These estimates are based on our past experiences and other assumptions that we believe to be reasonable given the circumstances.

We continually re-evaluate these estimates as circumstances evolve, understanding that actual results may differ due to changes in assumptions or conditions.

To ensure accuracy and transparency in our financial reporting, the selection and application of our critical accounting policies are reviewed annually by our Audit Committee.

Other than the below, there were no material changes in the Company’s critical accounting estimates during the thirty-nine weeks ended September 27, 2025.

For additional information on the Company’s critical accounting estimates, refer to the “Critical Accounting Estimates” section in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024.

Impairment of Goodwill and Other Intangible Assets

We evaluate goodwill for impairment annually during the third fiscal quarter, aligning this assessment with our strategic planning process.

For the fiscal 2025 annual goodwill impairment test, we estimated the fair value of the eleven reporting units with recorded goodwill using a discounted cash flow model.

This model factors in projected after-tax cash flows from operations, net of capital expenditures, discounted to their present value.

Additionally, we perform sensitivity analyses to assess the impact of changes in key assumptions, such as discount rates and cash flow forecasts, on the valuation of the reporting units.

For fiscal 2025 annual testing, no reporting units had a fair value lower than their carrying value.

However, in the second quarter of fiscal 2025, we identified triggering events that required interim goodwill impairment testing for certain reporting units within the Infrastructure segment, resulting in impairments totaling $64.9 million.

For fiscal 2024, no reporting units had a fair value lower than their carrying value.

Our reporting units are cyclical, and their sales and profitability may fluctuate from year to year.

For our APAC Highway Safety and EMEA Structures reporting units, with a combined goodwill of approximately $43.6 million, the amount of cushion or excess fair value above their carrying values was less than or approximately 15%.

We believe these reporting units will generate positive cash flows that exceed their current carrying values, and we will continue to monitor their growth prospects and opportunities for continuous improvement.

We actively monitor the global economy for potential factors that could impact the operating results of our reporting units.

Should adverse conditions arise, we will conduct an impairment test for any affected reporting units prior to our annual testing.

When evaluating reporting units, we focus on their long-term prospects, recognizing that current performance may not always be indicative of future value, which requires management judgment, particularly regarding cash flow projections.

Our indefinite-lived intangible assets primarily consist of trade names, which are tested separately from goodwill.

We use the relief-from-royalty method to value these assets, calculating the potential royalty a third party might pay to use the trade name, which is then discounted to present value and tax-effected.

For fiscal 2025 annual testing, the fair value of our trade names exceeded their carrying value.

However, in the second quarter of fiscal 2025, we performed an interim test on certain indefinite-lived trade names and one trade name’s carrying value exceeded its fair value, resulting in a $4.8 million impairment within the Infrastructure segment.

For fiscal 2024, the fair value of our trade names exceeded their carrying value.

Additionally, in the second quarter of fiscal 2025, due to identified impairment indicators, we tested the recoverability of an amortizing customer relationship intangible asset in the Agriculture segment.

We determined the asset’s carrying value exceeded its total undiscounted estimated future cash flows.

As a result, we recognized a $1.4 million impairment within the Agriculture segment.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes in the Company’s market risk during the thirty-nine weeks ended September 27, 2025.

There were no material changes in the Company’s market risk during the thirteen weeks ended March 28, 2026.

For additional information on the Company’s market risk, refer to Part II, Item 7A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025.

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 2. Management’s Discussion and Analysis