Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars in thousands, except per-share amounts)
(Unaudited)
Thirteen weeks ended
March 28,
March 29,
2026
2025
Product sales
$
921,732
$
874,489
Service sales
107,465
94,825
Net sales
1,029,197
969,314
Product cost of sales
655,519
621,043
Service cost of sales
56,800
57,169
Total cost of sales
712,319
678,212
Gross profit
316,878
291,102
Selling, general, and administrative expenses
161,252
162,788
Operating income
155,626
128,314
Other income (expenses):
Interest expense
( 9,411 )
( 10,115 )
Interest income
1,377
3,394
Loss on deferred compensation investments
( 1,558 )
( 841 )
Other, net
( 895 )
( 2,730 )
Total other expenses
( 10,487 )
( 10,292 )
Earnings before income taxes and equity method investment loss
145,139
118,022
Income tax expense:
Current
21,448
20,360
Deferred
15,667
10,439
Total income tax expense
37,115
30,799
Earnings before equity method investment loss
108,024
87,223
Equity method investment loss
—
( 560 )
Net earnings
108,024
86,663
Loss attributable to redeemable noncontrolling interests
9
598
Net earnings attributable to Valmont Industries, Inc.
$
108,033
$
87,261
Net earnings attributable to Valmont Industries, Inc. per share:
Basic
$
5.55
$
4.35
Diluted
5.51
4.32
See accompanying Notes to Condensed Consolidated Financial Statements.
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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
(Unaudited)
Thirteen weeks ended
March 28,
March 29,
2026
2025
Net earnings
$
108,024
$
86,663
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized translation gain
1,220
22,242
Hedging activities:
Unrealized gain on commodity hedges
4,109
97
Realized loss (gain) on commodity hedges included in net earnings
( 304 )
927
Unrealized gain (loss) on cross currency swaps
1,149
( 1,340 )
Amortization cost included in interest expense
( 12 )
( 12 )
Total hedging activities
4,942
( 328 )
Reclassification adjustment for pension costs included in net earnings
476
338
Total other comprehensive income, net of tax
6,638
22,252
Comprehensive income
114,662
108,915
Comprehensive loss attributable to redeemable noncontrolling interests
197
1,022
Comprehensive income attributable to Valmont Industries, Inc.
$
114,859
$
109,937
See accompanying Notes to Condensed Consolidated Financial Statements.
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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except par value)
(Unaudited)
March 28,
December 27,
2026
2025
ASSETS
Current assets:
Cash and cash equivalents
$
160,189
$
187,140
Receivables, less allowance of $ 56,399 and $ 54,991 , respectively
652,749
590,127
Inventories
587,715
566,396
Contract assets
250,411
266,922
Income taxes receivable
25,461
38,365
Prepaid expenses and other current assets
95,470
70,698
Total current assets
1,771,995
1,719,648
Property, plant, and equipment, at cost
1,639,712
1,640,608
Less accumulated depreciation
( 953,760 )
( 966,745 )
Property, plant, and equipment, net
685,952
673,863
Goodwill
586,730
570,954
Other intangible assets, net
119,763
121,341
Defined benefit pension asset
39,430
39,666
Operating lease right-of-use assets
141,827
139,857
Deferred compensation investments
27,238
29,631
Non-current deferred tax asset
46,858
57,751
Other non-current assets
15,372
16,618
Total assets
$
3,435,165
$
3,369,329
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS,
AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current installments of long-term debt
$
—
$
513
Mandatorily redeemable financial instrument
—
8,922
Accounts payable
374,208
359,539
Accrued employee compensation and benefits
93,717
128,155
Contract liabilities
77,112
52,013
Other accrued expenses
172,592
156,596
Income taxes payable
13,283
12,604
Dividends payable
14,948
13,278
Total current liabilities
745,860
731,620
Deferred income taxes
12,181
5,316
Long-term debt, excluding current installments
790,292
795,150
Operating lease liabilities
131,008
130,007
Deferred compensation liabilities
27,238
29,631
Other non-current liabilities
40,003
35,320
Total liabilities
1,746,582
1,727,044
Redeemable noncontrolling interests
9,301
9,498
Shareholders’ equity:
Common stock of $ 1 par value, authorized 75,000,000 shares; issued 27,900,000 shares
27,900
27,900
Retained earnings
3,244,024
3,156,235
Accumulated other comprehensive loss
( 283,689 )
( 290,515 )
Treasury stock
( 1,308,953 )
( 1,260,833 )
Total shareholders’ equity
1,679,282
1,632,787
Total liabilities, redeemable noncontrolling interests, and shareholders’ equity
$
3,435,165
$
3,369,329
See accompanying Notes to Condensed Consolidated Financial Statements.
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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Thirteen weeks ended
March 28,
March 29,
2026
2025
Cash flows from operating activities:
Net earnings
$
108,024
$
86,663
Adjustments to reconcile net earnings to net cash flows from operating activities:
Depreciation and amortization
22,607
21,518
Contribution to defined benefit pension plan
( 886 )
( 1,492 )
Stock-based compensation
5,532
7,211
Net periodic pension cost
1,079
258
Loss on sale of property, plant, and equipment
106
18
Deferred income taxes
15,667
10,439
Other, net
( 115 )
560
Changes in assets and liabilities:
Receivables
( 62,856 )
( 4,467 )
Inventories
( 19,832 )
16,162
Contract assets
16,213
( 10,242 )
Prepaid expenses and other assets (current and non-current)
( 18,423 )
( 3,683 )
Accounts payable
18,837
( 26,307 )
Contract liabilities (current and non-current)
24,725
12,869
Accrued expenses
( 21,942 )
( 54,183 )
Current income taxes
15,055
9,383
Other non-current liabilities
( 318 )
423
Net cash flows from operating activities
103,473
65,130
Cash flows from investing activities:
Purchases of property, plant, and equipment
( 34,568 )
( 30,319 )
Acquisition, net of cash acquired
( 11,195 )
—
Proceeds from sales of assets
225
343
Proceeds from property damage insurance claims
605
—
Other, net
1,632
( 215 )
Net cash flows from investing activities
( 43,301 )
( 30,191 )
Cash flows from financing activities:
Proceeds from short-term borrowings
—
2,840
Repayments on short-term borrowings
—
( 4,441 )
Proceeds from long-term borrowings
50,000
60,000
Principal repayments on long-term borrowings
( 55,555 )
( 60,174 )
Dividends paid
( 13,279 )
( 12,019 )
Dividend to redeemable noncontrolling interest
—
( 233 )
Purchase of redeemable noncontrolling interest
( 8,922 )
—
Repurchases of common stock
( 57,550 )
—
Proceeds from exercises under stock plans
2,230
3,107
Tax withholdings on exercises under stock plans
( 4,149 )
( 6,600 )
Other, net
—
527
Net cash flows from financing activities
( 87,225 )
( 16,993 )
Effect of exchange rate changes on cash and cash equivalents
102
2,138
Net change in cash and cash equivalents
( 26,951 )
20,084
Cash and cash equivalents—beginning of period
187,140
164,315
Cash and cash equivalents—end of period
$
160,189
$
184,399
Supplemental disclosures of cash flow information:
Interest paid
$
925
$
225
Income taxes paid
7,290
10,672
See accompanying Notes to Condensed Consolidated Financial Statements.
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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
AND REDEEMABLE NONCONTROLLING INTERESTS
(Dollars in thousands, except per-share amounts)
(Unaudited)
Accumulated
other
Total
Redeemable
Common
Retained
comprehensive
Treasury
shareholders’
noncontrolling
stock
earnings
loss
stock
equity
interests
Balance as of December 27, 2025
$
27,900
$
3,156,235
$
( 290,515 )
$
( 1,260,833 )
$
1,632,787
$
9,498
Net earnings (loss)
—
108,033
—
—
108,033
( 9 )
Other comprehensive income (loss), net of tax
—
—
6,826
—
6,826
( 188 )
Cash dividends declared ($ 0.77 per share)
—
( 14,948 )
—
—
( 14,948 )
—
Repurchases of common stock; 131,197 shares acquired
—
—
—
( 57,029 )
( 57,029 )
—
Stock option and incentive plans
—
( 5,296 )
—
8,909
3,613
—
Balance as of March 28, 2026
$
27,900
$
3,244,024
$
( 283,689 )
$
( 1,308,953 )
$
1,679,282
$
9,301
Accumulated
other
Total
Redeemable
Common
Retained
comprehensive
Treasury
shareholders’
noncontrolling
stock
earnings
loss
stock
equity
interests
Balance as of December 28, 2024
$
27,900
$
2,940,838
$
( 332,775 )
$
( 1,093,869 )
$
1,542,094
$
51,519
Net earnings (loss)
—
87,261
—
—
87,261
( 598 )
Other comprehensive income (loss), net of tax
—
—
22,676
—
22,676
( 424 )
Cash dividends declared ($ 0.68 per share)
—
( 13,647 )
—
—
( 13,647 )
—
Dividends to redeemable noncontrolling interests
—
—
—
—
—
( 698 )
Fair value adjustment on redeemable noncontrolling interests
—
( 7,100 )
—
—
( 7,100 )
7,100
Stock option and incentive plans
—
( 8,306 )
—
12,024
3,718
—
Balance as of March 29, 2025
$
27,900
$
2,999,046
$
( 310,099 )
$
( 1,081,845 )
$
1,635,002
$
56,899
See accompanying Notes to Condensed Consolidated Financial Statements.
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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per-share amounts)
(Unaudited)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
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 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.
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 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): Disaggregation of Income Statement Expenses. This update aims to enhance expense disclosures by providing more detailed information on the types of expenses within commonly presented categories. The guidance is effective on both a prospective and retrospective basis for the fiscal year ending December 25, 2027, with early adoption permitted. The Company does not expect any impact on its results of operations, as the changes primarily relate to enhanced disclosures.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update amends certain aspects of the accounting for and disclosure of software costs. The guidance will be adopted prospectively for the Form 10-K for the fiscal year ending December 30, 2028, with early adoption permitted. 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
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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per-share amounts)
(Unaudited)
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
Over Time
Total
Infrastructure
$
381,711
$
421,469
$
803,180
Agriculture
217,555
8,462
226,017
Total net sales
$
599,266
$
429,931
$
1,029,197
Thirteen weeks ended March 29, 2025
Point in Time
Over Time
Total
Infrastructure
$
366,143
$
337,348
$
703,491
Agriculture
258,703
7,120
265,823
Total net sales
$
624,846
$
344,468
$
969,314
(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.
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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per-share amounts)
(Unaudited)
Acquisitions of Redeemable Noncontrolling Interests
In the fourth quarter of fiscal 2025, the Company completed negotiations with the noncontrolling interest holders of Solbras Energia Solar do Brasil S.A. to acquire the remaining 45 % ownership interest and entered into a revised shareholder purchase agreement with a final redemption amount of approximately 79,000 Brazilian reais ($ 14,246 U.S. dollars). Payment of this amount was made in the fourth quarter of fiscal 2025, thereby settling the related redeemable noncontrolling interest. The redemption resulted in an increase to “Retained earnings” of approximately $ 11,997 and increased diluted earnings per share by $ 0.61 and $ 0.60 for the thirteen and fifty-two weeks ended December 27, 2025, respectively.
In the fourth quarter of fiscal 2025, the Company completed negotiations with the noncontrolling interest holders of ConcealFab, Inc. to acquire the remaining 40 % ownership interest outside of the existing redemption rights period. The Company entered into revised shareholder purchase agreements with each minority shareholder for an aggregate purchase price of approximately $ 81,822 . Approximately $ 72,900 of this amount was paid during the fourth quarter of fiscal 2025 and approximately $ 8,922 was paid during the first quarter of fiscal 2026.
In the third quarter of fiscal 2025, following the exercise of put options by the minority shareholders, the Company acquired an additional approximately 30 % ownership interest of Valmont Irrigation Argentina B.V. for $ 14,624 .
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:
March 28,
December 27,
2026
2025
Raw materials and purchased parts
$
322,130
$
253,594
Work in process
37,881
36,388
Finished and manufactured goods
227,704
276,414
Total inventories
$
587,715
$
566,396
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
Goodwill
As of March 28, 2026 and December 27, 2025, the carrying amounts of goodwill by segment were as follows:
Infrastructure
Agriculture
Total
Gross balance as of December 27, 2025
$
481,838
$
323,367
$
805,205
Accumulated impairment losses
( 114,251 )
( 120,000 )
( 234,251 )
Balance as of December 27, 2025
367,587
203,367
570,954
Acquisition
—
16,653
16,653
Foreign currency translation
( 1,298 )
421
( 877 )
Balance as of March 28, 2026
$
366,289
$
220,441
$
586,730
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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per-share amounts)
(Unaudited)
Infrastructure
Agriculture
Total
Gross balance as of March 28, 2026
$
480,540
$
340,441
$
820,981
Accumulated impairment losses
( 114,251 )
( 120,000 )
( 234,251 )
Balance as of March 28, 2026
$
366,289
$
220,441
$
586,730
Other Intangible Assets
As of March 28, 2026 and December 27, 2025, the components of other intangible assets were as follows:
March 28, 2026
December 27, 2025
Gross
Gross
Carrying
Accumulated
Carrying
Accumulated
Amount
Amortization
Amount
Amortization
Amortizing intangible assets:
Customer relationships
$
219,244
$
167,088
$
219,631
$
165,514
Patents and proprietary technology
29,217
16,528
28,166
16,374
Other
612
612
614
594
Non-amortizing intangible assets:
Trade names
54,918
—
55,412
—
$
303,991
$
184,228
$
303,823
$
182,482
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 fair value of derivative instruments as of March 28, 2026 and December 27, 2025 was as follows:
Condensed Consolidated
March 28,
December 27,
Derivatives designated as hedging instruments:
Balance Sheets location
2026
2025
Commodity contracts
Prepaid expenses and other current assets
$
6,466
$
1,590
Commodity contracts
Other accrued expenses
( 4 )
—
Cross-currency swap contracts
Prepaid expenses and other current assets
750
6
Cross-currency swap contracts
Other accrued expenses
( 6,798 )
( 8,100 )
$
414
$
( 6,504 )
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
Derivatives designated
Statements of
March 28,
March 29,
as hedging instruments:
Earnings location
2026
2025
Commodity contracts
Product cost of sales
$
405
$
( 1,236 )
Interest rate hedge amortization
Interest expense
( 16 )
( 16 )
Cross-currency swap contracts
Interest expense
514
281
$
903
$
( 971 )
Cash Flow Hedges
The Company enters into commodity forward, swap, and option contracts to hedge variability in cash flows related to future purchases. Gains (losses) realized upon settlement are recorded in “Product cost of sales” in the Condensed
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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per-share amounts)
(Unaudited)
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:
Notional
Total
Commodity Type
Amount
Purchase Quantity
Maturity Dates
Hot-rolled coil steel
$
23,074
22,500 short tons
April 2026 to March 2027
Natural gas
580
135,000 MMBtu
April 2026 to March 2027
Ultra-low-sulfur diesel fuel
10,822
3,276,000 gallons
March 2026 to June 2027
Zinc
8,127
2,640 metric tons
March 2026 to December 2027
Net Investment Hedges
To manage foreign currency risk associated with its foreign currency investments and reduce interest expenses, the Company uses fixed-for-fixed cross-currency swaps (“CCS”). These swaps convert U.S. dollar-denominated principal and interest payments on a portion of its 5.00 % senior unsecured notes due in 2044 into foreign-currency‑denominated payments. Interest payments are exchanged biannually on April 1 and October 1.
The Company designated the full notional amounts of its CCS as net investment hedges for certain subsidiaries under the spot method. Changes in fair value of the CCS attributable to spot exchange rates are recorded as cumulative foreign currency translation within 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:
Notional
Swapped
Settlement
Currency
Amount
Termination Date
Interest Rate
Amount
Canadian dollar
$
40,000
October 1, 2028
4.0900 %
C$
54,776
Chinese yuan
$
30,000
October 1, 2032
3.1125 %
¥
215,640
Euro
$
80,000
April 1, 2029
3.4610 %
€
74,509
(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
Level 1
Level 2
Level 3
Deferred compensation investments
$
27,238
$
27,238
$
—
$
—
Derivative financial instruments, net
414
—
414
—
Cash and cash equivalents—mutual funds
3,223
3,223
—
—
Carrying Value
Fair Value Measurement Using:
December 27, 2025
Level 1
Level 2
Level 3
Deferred compensation investments
$
29,631
$
29,631
$
—
$
—
Derivative financial instruments, net
( 6,504 )
—
( 6,504 )
—
Cash and cash equivalents—mutual funds
3,752
3,752
—
—
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. 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.
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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per-share amounts)
(Unaudited)
(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
March 28,
March 29,
2026
2025
Net earnings attributable to Valmont Industries, Inc.
$
108,033
$
87,261
Weighted average shares outstanding (in thousands):
Basic
19,475
20,047
Dilutive effect of various stock awards
141
149
Diluted
19,616
20,196
Net earnings attributable to Valmont Industries, Inc. per share:
Basic
$
5.55
$
4.35
Dilutive effect of various stock awards
( 0.04 )
( 0.03 )
Diluted
$
5.51
$
4.32
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
March 28,
March 29,
2026
2025
Stock-based compensation
$
5,532
$
7,211
Income tax benefits
1,383
1,803
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:
March 28,
December 27,
2026
2025
Foreign currency translation adjustments
$
( 247,333 )
$
( 248,741 )
Hedging activities
20,347
15,405
Defined benefit pension plan
( 56,703 )
( 57,179 )
Accumulated other comprehensive loss
$
( 283,689 )
$
( 290,515 )
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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per-share amounts)
(Unaudited)
(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. dollars). 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.
U.S. 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.
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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per-share amounts)
(Unaudited)
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
The Company’s chief operating decision maker (“CODM”) is the President and Chief Executive Officer. The CODM uses operating income as the profit measure to evaluate segment performance and allocate resources across segments. The CODM also uses operating income as an input to the overall compensation measures under the Company’s incentive compensation plans. Segment selling, general, and administrative expenses include certain corporate expense allocations, typically based on employee headcounts and sales volumes. For segment reporting purposes, the Company excludes unallocated corporate general and administrative expenses, interest expenses, non-operating income and deductions, and income taxes from operating income.
The reportable segments are as follows:
Infrastructure : This segment consists of the manufacture and distribution of products and solutions to serve the infrastructure markets of utility, lighting, transportation, 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.
Summary by Business Segment
Thirteen weeks ended March 28, 2026
Infrastructure
Agriculture
Consolidated
Sales
$
805,921
$
226,996
$
1,032,917
Intersegment sales
( 2,741 )
( 979 )
( 3,720 )
Net sales
803,180
226,017
1,029,197
Cost of sales
558,990
153,329
712,319
Gross profit
244,190
72,688
316,878
Selling, general, and administrative expenses (a)
101,167
39,185
140,352
Segment operating income
$
143,023
$
33,503
176,526
Unallocated corporate expenses
20,900
Total operating income
$
155,626
Thirteen weeks ended March 29, 2025
Infrastructure
Agriculture
Consolidated
Sales
$
706,221
$
267,271
$
973,492
Intersegment sales
( 2,730 )
( 1,448 )
( 4,178 )
Net sales
703,491
265,823
969,314
Cost of sales
490,616
187,596
678,212
Gross profit
212,875
78,227
291,102
Selling, general, and administrative expenses (a)
95,663
41,990
137,653
Segment operating income
$
117,212
$
36,237
153,449
Unallocated corporate expenses
25,135
Total operating income
$
128,314
(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.
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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per-share amounts)
(Unaudited)
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
Agriculture
Intersegment
Consolidated
Geographical market:
North America
$
667,528
$
139,593
$
( 3,720 )
$
803,401
International
138,393
87,403
—
225,796
Total sales
$
805,921
$
226,996
$
( 3,720 )
$
1,029,197
Product line:
North America Utility
$
424,184
$
—
$
—
$
424,184
North America Lighting and Transportation
118,652
—
—
118,652
North America Coatings
63,134
—
( 2,741 )
60,393
North America Telecommunications
61,504
—
—
61,504
International Infrastructure and Solar
138,447
—
—
138,447
Agriculture
—
226,996
( 979 )
226,017
Total sales
$
805,921
$
226,996
$
( 3,720 )
$
1,029,197
Thirteen weeks ended March 29, 2025
Infrastructure
Agriculture
Intersegment
Consolidated
Geographical market:
North America
$
577,197
$
137,476
$
( 4,112 )
$
710,561
International
129,024
129,795
( 66 )
258,753
Total sales
$
706,221
$
267,271
$
( 4,178 )
$
969,314
Product line:
North America Utility
$
332,836
$
—
$
—
$
332,836
North America Lighting and Transportation
124,123
—
—
124,123
North America Coatings
55,708
—
( 2,664 )
53,044
North America Telecommunications
63,988
—
—
63,988
International Infrastructure and Solar
129,566
—
( 66 )
129,500
Agriculture
—
267,271
( 1,448 )
265,823
Total sales
$
706,221
$
267,271
$
( 4,178 )
$
969,314
March 28,
December 27,
2026
2025
ASSETS:
Infrastructure
$
2,336,164
$
2,312,500
Agriculture
823,890
768,715
Total segment assets
3,160,054
3,081,215
Unallocated corporate assets
275,111
288,114
Total assets
$
3,435,165
$
3,369,329
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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per-share amounts)
(Unaudited)
Thirteen weeks ended
March 28,
March 29,
2026
2025
CAPITAL EXPENDITURES:
Infrastructure
$
30,806
$
25,932
Agriculture
2,622
2,232
Total segment capital expenditures
33,428
28,164
Unallocated corporate capital expenditures
1,140
2,155
Total capital expenditures
$
34,568
$
30,319
Thirteen weeks ended
March 28,
March 29,
2026
2025
DEPRECIATION AND AMORTIZATION:
Infrastructure
$
17,635
$
15,582
Agriculture
3,466
3,811
Total segment depreciation and amortization expense
21,101
19,393
Unallocated corporate depreciation and amortization expense
1,506
2,125
Total depreciation and amortization expense
$
22,607
$
21,518
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.