What changed in this filing

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Item 1. Financial Statements

2026-07-28 compared with 2026-04-28 · 214 added, 94 removed, 427 unchanged (42% of the section changed)

2 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per-share amounts)

Thirteen weeks ended

Twenty-six weeks ended

Product sales

4 unchanged sentences

Selling, general, and administrative expenses

Impairment of long-lived assets

Realignment charges

Operating income

2 unchanged sentences

Interest income

Loss on deferred compensation investments

Gain on deferred compensation investments

Total other expenses

Earnings before income taxes and equity method investment loss

Income tax expense:

Income tax expense (benefit):

Total income tax expense

Earnings before equity method investment loss

Earnings (loss) before equity method investment loss

Equity method investment loss

Loss attributable to redeemable noncontrolling interests

Net earnings attributable to Valmont Industries, Inc.

Net earnings (loss)

Earnings attributable to redeemable noncontrolling interests

Net earnings (loss) attributable to Valmont Industries, Inc.

See accompanying Notes to Condensed Consolidated Financial Statements.

4 unchanged sentences

Thirteen weeks ended

Twenty-six weeks ended

Net earnings (loss)

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments:

Unrealized translation gain

Unrealized translation gain (loss)

Hedging activities:

Unrealized gain on commodity hedges

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

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

Unrealized gain (loss) on cross currency swaps

1 unchanged sentence

Total hedging activities

Reclassification adjustment for pension costs included in net earnings

Total other comprehensive income, net of tax

Reclassification adjustment for pension costs included in net earnings (loss)

Total other comprehensive income (loss), net of tax

Comprehensive income

Comprehensive loss attributable to redeemable noncontrolling interests

Comprehensive income attributable to redeemable noncontrolling interests

Comprehensive income attributable to Valmont Industries, Inc.

20 unchanged sentences

Other non-current assets

Non-current assets held for sale

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS,

32 unchanged sentences

(Dollars in thousands)

Thirteen weeks ended

Twenty-six weeks ended

Cash flows from operating activities:

2 unchanged sentences

Contribution to defined benefit pension plan

Impairment of long-lived assets

Stock-based compensation

26 unchanged sentences

Repurchases of common stock

Payments of excise taxes on share repurchases

Proceeds from exercises under stock plans

27 unchanged sentences

( 1,308,953 )

Other comprehensive loss, net of tax

Cash dividends declared ($ 0.77 per share)

Dividends to redeemable noncontrolling interests

Repurchases of common stock;

118,719 shares acquired

Stock option and incentive plans

Balance as of June 27, 2026

( 1,365,872 )

comprehensive

11 unchanged sentences

( 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;

357,979 shares acquired

Stock option and incentive plans

Balance as of June 28, 2025

( 1,176,783 )

See accompanying Notes to Condensed Consolidated Financial Statements.

13 unchanged sentences

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.

In the opinion of management, the unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting 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.

6 unchanged sentences

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 guidance is effective on a prospective basis, with the option to apply it retrospectively, 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.

8 unchanged sentences

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.

As of June 27, 2026 and December 27, 2025, the Company’s contract assets totaled $ 272,731 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

As of June 27, 2026, total contract liabilities were $ 80,114 , with $ 79,785 recorded as “Contract liabilities” and $ 329 as “Other non-current

VALMONT INDUSTRIES, INC.

4 unchanged sentences

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.

During the thirteen and twenty-six weeks ended June 27, 2026, the Company recognized $ 4,266 and $ 39,186 in revenue, respectively, from amounts included in contract liabilities as of December 27, 2025.

During the thirteen and twenty-six weeks ended June 28, 2025, the Company recognized $ 32,560 and $ 56,943 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.

As of June 27, 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

A breakdown of revenue recognized over time and at a point in time by segment for the thirteen and twenty-six weeks ended June 27, 2026 and June 28, 2025 is as follows:

Thirteen weeks ended June 27, 2026

Twenty-six weeks ended June 27, 2026

Point in Time

Infrastructure

Total net sales

Thirteen weeks ended March 29, 2025

Thirteen weeks ended June 28, 2025

Twenty-six weeks ended June 28, 2025

Point in Time

Infrastructure

7 unchanged sentences

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.

In connection with the acquisition, in the first quarter of fiscal 2026, 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.

1 unchanged sentence

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.

The results of this acquisition are included in the Agriculture segment and were not material to the Condensed Consolidated Statements of Operations for the thirteen and twenty-six weeks ended June 27, 2026.

VALMONT INDUSTRIES, INC.

6 unchanged sentences

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.

The redemption resulted in an increase to “Retained earnings” of approximately $ 11,997 .

In the fourth quarter of fiscal 2025, the Company completed negotiations with the noncontrolling interest holders of ConcealFab, Inc.

8 unchanged sentences

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:

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

Raw materials and purchased parts

2 unchanged sentences

Total inventories

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

As of June 27, 2026 and December 27, 2025, the Company’s inventory reserves were $ 62,461 and $ 68,001 , respectively.

(5) GOODWILL AND OTHER INTANGIBLE ASSETS

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

As of June 27, 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 March 28, 2026

Balance as of June 27, 2026

VALMONT INDUSTRIES, INC.

3 unchanged sentences

Infrastructure

Gross balance as of March 28, 2026

Gross balance as of June 27, 2026

Accumulated impairment losses

Balance as of March 28, 2026

Balance as of June 27, 2026

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.

The fair values of both 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.

Other Intangible Assets

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

March 28, 2026

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

June 27, 2026

December 27, 2025

3 unchanged sentences

Non-amortizing intangible assets:

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.

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

Amortization expenses were $ 2,678 and $ 5,377 for the thirteen and twenty-six weeks ended June 27, 2026, respectively, and $ 2,982 and $ 5,840 for the thirteen and twenty-six weeks ended June 28, 2025, respectively.

Amortization expense is expected to average $ 8,313 annually over the next five fiscal years, based on amortizing intangible assets reported as of June 27, 2026.

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.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

(6) DERIVATIVE FINANCIAL INSTRUMENTS

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

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

Condensed Consolidated

9 unchanged sentences

Other accrued expenses

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:

Gains (losses) on derivatives recognized in the Condensed Consolidated Statements of Operations for the thirteen and twenty-six weeks ended June 27, 2026 and June 28, 2025 were as follows:

Condensed Consolidated

Thirteen weeks ended

Derivatives designated

Twenty-six weeks ended

Statements of

as hedging instruments:

Earnings location

Derivatives designated as hedging instruments:

Operations location

Commodity contracts

Product cost of sales

Product/service cost of sales

Interest rate hedge amortization

4 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

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:

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

As of June 27, 2026, the details of these contracts were as follows:

Commodity Type

3 unchanged sentences

27,000 short tons

April 2026 to March 2027

June 2026 to June 2027

105,000 MMBtu

April 2026 to March 2027

July 2026 to March 2027

Ultra-low-sulfur diesel fuel

2,520,000 gallons

March 2026 to June 2027

June 2026 to June 2027

2,280 metric tons

March 2026 to December 2027

June 2026 to December 2027

Net Investment Hedges

5 unchanged sentences

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:

Key terms as of June 27, 2026 were as follows:

Termination Date

4 unchanged sentences

April 1, 2029

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

(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:

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 June 27, 2026 and December 27, 2025:

Carrying Value

Fair Value Measurement Using:

March 28, 2026

June 27, 2026

Deferred compensation investments

10 unchanged sentences

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

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.

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(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:

(8) NET EARNINGS (LOSS) PER SHARE

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

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

Thirteen weeks ended

Net earnings attributable to Valmont Industries, Inc.

Twenty-six weeks ended

Net earnings (loss) attributable to Valmont Industries, Inc.

Change in redemption value of redeemable noncontrolling interests

Net earnings (loss) 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.

Net earnings (loss) 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.

In the second quarter of fiscal 2025, the Company reported a net loss.

In periods in which the Company recognizes a net loss, the Company excludes the impact of outstanding stock awards from the diluted loss per share calculation, as its inclusion would have an anti-dilutive effect.

As of June 27, 2026 and June 28, 2025, there were no outstanding stock options and 39,543 outstanding stock options, respectively, with exercise prices in excess of the average market price of common stock during the respective periods.

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

(9) INCOME TAXES

The Company recorded income tax expense of $ 41,989 and $ 79,104 for the thirteen and twenty-six weeks ended June 27, 2026, respectively, and recorded income tax expense of $ 22,280 and $ 53,079 for the thirteen and twenty-six weeks ended June 28, 2025.

The Company’s effective income tax rate was 25.8 %, and 25.7 % for the thirteen and twenty-six weeks ended June 27, 2026, respectively, compared to 117.2 % and 38.7 % for the thirteen and twenty-six weeks ended June 28, 2025.

The thirteen and twenty-six weeks ended June 28, 2025 included $ 64,869 of goodwill impairments that had no associated tax benefit as they were non-deductible for income tax purposes.

See Note 5 for further information on goodwill impairments.

In the fourth quarter of fiscal 2025, the Company completed a legal entity reorganization that resulted in a deemed liquidation of the former Prospera business.

In connection with this restructuring, the Prospera shares were determined to be worthless under Internal Revenue Code Section 165(g)(1), resulting in the recognition of a federal income tax benefit of approximately $ 66,094 .

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

(10) 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:

For the thirteen and twenty-six weeks ended June 27, 2026 and June 28, 2025, stock-based compensation expense (included in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Operations) and associated income tax benefits were as follows:

Thirteen weeks ended

Twenty-six 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.

For the thirteen weeks ended June 27, 2026, the Company granted 3,410 restricted stock units at a weighted average grant date price of $ 497.99 per share unit and 579 performance stock units at a weighted average grant date price of $ 489.23 per share unit.

For the twenty-six weeks ended June 27, 2026, the Company granted 7,805 restricted stock units at a weighted average grant date price of $ 456.83 per share unit and 20,985 performance stock units at a weighted average grant date price of $ 449.69 per share unit.

(11) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

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

Foreign currency translation adjustments

2 unchanged sentences

Accumulated other comprehensive loss

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

(12) 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.

During the thirteen weeks ended June 27, 2026, the Company repurchased 118,719 shares for $ 59,990 .

During the twenty-six weeks ended June 27, 2026, the Company repurchased 249,916 shares for $ 116,544 .

As of June 27, 2026, the Company had repurchased 9,093,196 shares for approximately $ 1,649,440 since the program's inception and had approximately $ 450,560 of remaining capacity under the program.

(13) 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.

As of June 27, 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 $ 38,828 and $ 56,324 , respectively.

(14) CONTINGENCIES

3 unchanged sentences

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.

In the first quarter of fiscal 2026, the Company entered into a settlement agreement with the plaintiff for approximately

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

105,000 Brazilian reais (approximately $ 20,271 U.S.

dollars), which was paid in full in the second quarter of fiscal 2026.

This settlement amount excludes certain attorney’s fees that remain subject to final determination and was materially consistent with the estimate made as of December 27, 2025.

As of June 27, 2026 and December 27, 2025, the Company had accrued approximately $ 1,544 and $ 24,165 , respectively, related to these matters, which are 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.

No additional 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.

During the first half of fiscal 2026, the Company received multiple 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

While certain inquiries remain pending, the Company has received responses from CBP with respect to certain import entries.

Those responses have reflected different conclusions regarding the application of Section 232 tariffs to particular entries.

The Company continues to evaluate these matters and respond to CBP inquiries in the ordinary course of business.

Based on management's assessment of the facts and circumstances currently available, including management's understanding of applicable CBP guidance, management does not believe these matters are reasonably likely to have a material impact on the Company's consolidated financial statements.

Section 232 Tariff Modifications

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

1 unchanged sentence

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.

On June 1, 2026, a subsequent proclamation further adjusted the tariff framework by lowering the U.S.-content threshold for preferential rate eligibility from 95 % to 85 % .

The Company continuously assesses 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.

The Company also 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.

8 unchanged sentences

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.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Agriculture :

1 unchanged sentence

Summary by Business Segment

Thirteen weeks ended March 28, 2026

Thirteen weeks ended June 27, 2026

Infrastructure

5 unchanged sentences

Total operating income

Thirteen weeks ended March 29, 2025

Thirteen weeks ended June 28, 2025

Infrastructure

2 unchanged sentences

Selling, general, and administrative expenses (a)

Impairment of goodwill and other intangible 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.

Twenty-six weeks ended June 27, 2026

Infrastructure

Intersegment sales

Cost of sales

Selling, general, and administrative expenses (a)

Segment operating income

Unallocated corporate expenses

Total operating income

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

Twenty-six weeks ended June 28, 2025

Infrastructure

Intersegment sales

Cost of sales

Selling, general, and administrative expenses (a)

Impairment of goodwill and other intangible assets

Realignment charges

Segment operating income

Unallocated corporate expenses

Corporate realignment charges

Total operating income

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

2 unchanged sentences

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

Thirteen weeks ended March 28, 2026

Thirteen weeks ended June 27, 2026

Infrastructure

8 unchanged sentences

International Infrastructure and Solar

Thirteen weeks ended March 29, 2025

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Thirteen weeks ended June 28, 2025

Infrastructure

8 unchanged sentences

International Infrastructure and Solar

Twenty-six weeks ended June 27, 2026

Infrastructure

Geographical market:

North America

International

Product line:

North America Utility

North America Lighting and Transportation

North America Coatings

North America Telecommunications

International Infrastructure and Solar

Twenty-six weeks ended June 28, 2025

Infrastructure

Geographical market:

North America

International

Product line:

North America Utility

North America Lighting and Transportation

North America Coatings

North America Telecommunications

International Infrastructure and Solar

Infrastructure

Total segment assets

5 unchanged sentences

Thirteen weeks ended

Twenty-six weeks ended

CAPITAL EXPENDITURES:

4 unchanged sentences

Thirteen weeks ended

Twenty-six weeks ended

DEPRECIATION AND AMORTIZATION:

4 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements