What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-07-28 compared with 2026-04-28 · 153 added, 85 removed, 200 unchanged (54% 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 attributable to Valmont Industries, Inc.

Diluted earnings per share

Net earnings (loss) attrib.

to Valmont Industries, Inc.

Diluted earnings (loss) per share

Infrastructure

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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

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.

NM = not meaningful

Consolidated net sales increased $68.1 million or 6.5% in the second quarter of fiscal 2026 and increased $128.0 million or 6.3% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025.

The increases were 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, primarily from international markets.

Consolidated gross profit increased $19.7 million or 6.1% in the second quarter of fiscal 2026 and increased $45.4 million or 7.4% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025.

The increases were primarily attributable to favorable pricing and higher sales volumes in the Infrastructure segment, particularly within the North America Utility product line.

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

Consolidated selling, general, and administrative (“SG&A”) expenses decreased $17.0 million or 8.9% in the second quarter of fiscal 2026 and decreased $18.5 million or 5.2% in the first half of fiscal 2026, as compared to the same periods of

In the second quarter of fiscal 2025, the Company recognized $7.0 million of expenses associated with software licenses that were no longer expected to be used, in addition to a $3.2 million write-off related to the Company’s exit from the agriculture solar market in Brazil.

The remaining decreases were primarily driven by lower expected credit losses, in part due to certain recoveries within our Agriculture segment operations in Brazil.

Consolidated operating income increased $136.8 million or 467.4% in the second quarter of fiscal 2026 and increased $164.1 million or 104.2% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025.

The increases were primarily attributable to the impairment charges on certain long-lived assets of $91.3 million and realignment charges of $8.9 million recognized in the second quarter of fiscal 2025, as well as lower SG&A expenses in fiscal 2026.

Income Tax Expense

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.

Our effective income tax rate in the second quarter and first half of fiscal 2026 was 25.8%, and 25.7%, respectively, as compared to 117.2% and 38.7% in the same periods of fiscal 2025.

The decreases in the effective tax rate were primarily attributable to goodwill impairment charges recognized during the second quarter of fiscal 2025 for which no tax benefit was recorded.

Infrastructure Segment

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Operating income

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.

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Dollars in thousands

North America Utility

North America Lighting and Transportation

North America Coatings

North America Telecommunications

International Infrastructure and Solar

Operating income

Infrastructure segment sales increased $113.4 million or 14.8% in the second quarter of fiscal 2026 and increased $213.1 million or 14.5% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025.

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

These increases more than offset lower sales volumes in the North America Telecommunications product line.

Foreign currency translation favorably impacted results by approximately $7.4 million in the second quarter of fiscal 2026 and $19.4 million the first half of fiscal 2026.

North America Utility product line sales increased $115.6 million or 33.9% in the second quarter of fiscal 2026 and increased $206.9 million or 30.7% in the first half of fiscal 2026, as compared to the same periods 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 investments to serve growing power demand from data centers and other sources of load growth.

North America Lighting and Transportation product line sales decreased $3.3 million or 2.4% in the second quarter of fiscal 2026 and decreased $8.7 million or 3.4% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025, primarily due to lower sales volumes resulting from certain operational challenges, partially offset by favorable pricing.

North America Coatings product line sales increased $9.9 million or 16.6% in the second quarter of fiscal 2026 and increased $17.3 million or 15.0% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025, driven by higher sales volumes resulting from continued strength in infrastructure-related and data center demand.

North America Telecommunications product line sales decreased $20.2 million or 26.1% in the second quarter of fiscal 2026 and decreased $22.6 million or 16.0% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025, primarily due to lower sales volumes associated with reduced carrier spending.

International Infrastructure and Solar product line sales increased $11.4 million or 7.4% in the second quarter of fiscal 2026 and increased $20.3 million or 7.2% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025.

The increases were largely attributable to favorable foreign currency impacts of approximately $7.0 million in the second quarter of fiscal 2026 and $18.3 million in the first half of fiscal 2026.

Infrastructure segment gross profit increased $36.8 million or 16.1% in the second quarter of fiscal 2026 and increased $68.1 million or 15.4% in the first half of fiscal 2026, as compared to the same periods 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 decreased $0.9 million or 0.8% in the second quarter of fiscal 2026 and increased $4.6 million or 2.2% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025.

The second-quarter decrease was primarily driven by lower expected credit losses, partially offset by higher compensation costs.

The increase in the first half of fiscal 2026 was primarily driven by higher compensation and incentive costs, partially offset by lower expected credit losses.

Infrastructure segment operating income increased $128.5 million or 495.7% in the second quarter of fiscal 2026 and increased $154.3 million or 107.8% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025.

The increases were primarily attributable to the impairment charges of $89.4 million related to certain long-lived assets, primarily in the Solar and Access Systems reporting units, and realignment charges of $1.4 million recorded during the second quarter of fiscal 2025.

The increases also reflected favorable pricing and higher sales volumes, partially offset by higher input costs.

Agriculture Segment

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Operating income

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.

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Dollars in thousands

North America

International

Operating income

In North America, Agriculture segment sales decreased $3.3 million or 2.3% in the second quarter of fiscal 2026 and decreased $1.2 million or 0.4% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025.

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

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.

In international markets, Agriculture segment sales decreased $42.4 million or 28.9% in the second quarter of fiscal 2026 and decreased $84.8 million or 30.6% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025.

The declines were primarily driven by disruptions related to the ongoing Middle East conflict, as well as slightly lower sales

volumes in Brazil.

These impacts were partially offset by favorable foreign currency impacts of approximately $6.8 million and $11.8 million during the second quarter and first half of fiscal 2026, respectively.

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.

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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.

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 $17.1 million or 18.3% in the second quarter of fiscal 2026 and decreased $22.6 million or 13.2% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025.

The decreases were primarily attributable to lower sales volumes resulting from the ongoing Middle East conflict and continued market softness in North America, partially offset by higher average selling prices in North America.

Agriculture segment SG&A decreased $16.1 million or 30.7% in the second quarter of fiscal 2026 and decreased $18.9 million or 20.0% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025.

The decreases were primarily driven by lower expected credit losses, which included $3.8 million of recoveries of previously aged accounts receivable in Brazil.

Agriculture segment operating income increased $3.8 million or 10.6% in the second quarter of fiscal 2026 and increased $1.1 million or 1.5% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025.

The increases were primarily attributable to favorable pricing and lower SG&A expenses, partially offset by lower sales volumes.

Results for the second quarter of fiscal 2025 were also impacted by impairment and other non-recurring charges of $5.9 million related to the agriculture solar business and realignment charges of $2.9 million.

Corporate SG&A expenses increased by 0.1% in the second quarter of fiscal 2026 and decreased by $4.2 million or 7.9% in the first half of fiscal 2026, as compared to the same periods of fiscal 2025.

The second-quarter increase was primarily due to higher professional service fees, partially offset by lower compensation and incentive costs resulting from lower headcount.

The first-half decrease was primarily due to lower compensation costs, partially offset by higher professional service fees.

KEY FACTORS AFFECTING FINANCIAL RESULTS

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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.

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.

The Middle East continued to experience military conflict and related geopolitical instability during the second quarter of fiscal 2026.

We have agriculture operations headquartered in Dubai, United Arab Emirates, with business activities throughout the region.

The conflict and broader regional instability have affected, and could continue to adversely affect, our regional operations through disruptions to logistics networks and transportation infrastructure, increased energy costs, and

volatility in regional currency and financial markets.

Certain customers and suppliers in the region have been, and could continue to be, negatively affected by these developments.

We continue to actively monitor the situation and are taking actions, as appropriate, to mitigate potential impacts 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.

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

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%.

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.

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

As of June 27, 2026, we had approximately $450.6 million of remaining capacity under the share repurchase program.

Since the program’s inception in May 2014, we have repurchased approximately 9.1 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 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.

As of June 27, 2026 and December 27, 2025, our accounts payable in the Condensed Consolidated Balance Sheets included $38.8 million and $56.3 million, respectively, related to the obligations under this program.

Sources of Financing

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

As of June 27, 2026, our available debt financing primarily included senior unsecured notes and a revolving credit facility.

Senior Unsecured Notes

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

As of June 27, 2026, our senior unsecured notes consisted of:

● $450.0 million face value ($434.8 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 March 28, 2026 and December 27, 2025, we had outstanding borrowings of $60.0 million and $65.0 million, respectively, under this facility.

As of June 27, 2026, we had no outstanding borrowings under this facility.

As of December 27, 2025, we had outstanding borrowings of $65.0 million under this facility.

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

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.

As of June 27, 2026, 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 $5.7 million, all of which were unused as of June 27, 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 March 28, 2026, we were in compliance with all covenants related to these debt agreements.

As of June 27, 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 March 28, 2026, we held $160.2 million in cash, including $132.3 million in non-U.S.

As of June 27, 2026, we held $139.1 million in cash, including $110.9 million in non-U.S.

subsidiaries.

Distributions of this foreign cash would incur tax liabilities.

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

As of June 27, 2026, we had liabilities of $1.6 million for foreign withholding taxes and $0.2 million for U.S.

state income taxes.

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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The table below summarizes our cash flow information for the twenty-six weeks ended June 27, 2026 and June 28, 2025:

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Dollars in thousands

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Net cash flows from financing activities

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.

Operating Cash Flows and Working Capital – Cash provided by operating activities totaled $251.6 million in the first half of fiscal 2026, as compared to $232.7 million in the same period of fiscal 2025.

The change in operating cash flows reflects higher net earnings and lower cash income tax payments, partially offset by unfavorable changes in working capital, including increases in receivables, inventories, and the $20.3 million settlement payment associated with our litigation matters in Brazil.

The lower cash tax payments were a result of the worthless securities deduction that was recorded in the fourth quarter of fiscal 2025 that gave rise to a federal tax receivable that was used to reduce estimated tax payments through the first half of fiscal 2026.

Investing Cash Flows – Cash used in investing activities totaled $76.6 million in the first half of fiscal 2026, as compared to $64.3 million in the same period of fiscal 2025.

Investing activities in the first half of fiscal 2026 primarily included capital spending of $70.5 million and the acquisition of RMDS Innovation, Inc., net of cash acquired, of $11.5 million.

Investing activities in the first half of fiscal 2025 primarily included capital spending of $62.3 million.

Financing Cash Flows – Cash used in financing activities totaled $223.7 million in the first half of fiscal 2026, as compared to $131.2 million in the same period of fiscal 2025.

Our total interest-bearing debt was $755.2 million as of June 27, 2026 and $829.5 million as of December 27, 2025.

Financing activities in the first half of fiscal 2026 primarily consisted of borrowings on the revolving credit facility of $65.2 million offset by payments of $130.6 million, dividends paid of $28.2 million, stock repurchases of $117.5 million, and the purchase of a redeemable noncontrolling interest of $8.9 million.

Financing activities in the first half 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 $134.9 million, dividends paid of $25.7 million, and stock repurchases of $100.0 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 weeks ended March 28, 2026 and March 29, 2025 was as follows:

The combined financial information for the thirteen and twenty-six weeks ended June 27, 2026 and June 28, 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 March 28, 2026 and December 27, 2025 was as follows:

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

Dollars in thousands

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Non-current liabilities

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.

As of June 27, 2026 and December 27, 2025, non-current assets included a receivable from non-guarantor subsidiaries of $67,171 and $83,641, respectively.

As of June 27, 2026 and December 27, 2025, non-current liabilities included a payable to non-guarantor subsidiaries of $409,258 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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As presented, these measures may not be directly comparable to similarly titled measures used by other companies.

They should not be considered in isolation or as a substitute for net earnings, cash flows from operations, or other income or cash flow data prepared in accordance with GAAP.

They should not be considered in isolation or as a substitute for net earnings, cash flows from operations, or other income or cash flow

data prepared in accordance with GAAP.

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

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

The calculation of Adjusted EBITDA for the four fiscal quarters ended June 27, 2026 was as follows:

Four fiscal quarters ended

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Impairment of long-lived assets

Realignment charges

Non-recurring non-cash charges

Realignment activities

Pro forma acquisition adjustment

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Impairment of long-lived assets

Realignment charges

Non-recurring non-cash charges

Realignment activities

Pro forma acquisition adjustment

Adjusted EBITDA

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

The calculation of the leverage ratio as of June 27, 2026 was as follows:

Dollars in thousands

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FINANCIAL OBLIGATIONS AND COMMITMENTS

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

There were no material changes in the Company’s financial obligations and commitments during the twenty-six weeks ended June 27, 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 our Infrastructure 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 twenty-six weeks ended June 27, 2026.

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 27, 2025.

Impairment of Goodwill and Other Intangible Assets

In fiscal 2025, there were no changes to the composition of our reporting units.

However, the number of reporting units with recorded goodwill decreased from twelve to eleven during fiscal 2025 as a result of the full impairment of goodwill associated with our Solar reporting unit in the second quarter.

We periodically reassess our reporting unit structure based on changes in how the business is managed, including changes in organizational structure, leadership, and the manner in which financial information is reviewed by segment management.

Determining reporting units requires judgment, including evaluating the level at which discrete financial information is available and regularly reviewed by segment management, how components of the business are organized and managed, and whether components of the business share similar economic characteristics.

These same considerations directly inform how acquired assets, liabilities, and goodwill are assigned or reallocated to reporting units.

Specifically, items are assigned based on how the underlying operations are organized and how financial results are reviewed by segment management, including whether assets and liabilities are specifically identifiable to a reporting unit or are shared across reporting units.

In the first quarter of fiscal 2024, we reorganized certain operations within our Agriculture reportable segment.

Specifically, the former Agriculture Technology reporting unit was integrated into the North America Irrigation and International Irrigation reporting units.

This reorganization was driven by changes in senior leadership and a strategic determination that technology offerings are integral to the underlying irrigation equipment business rather than a separate independent line of business, which also resulted in a change to the manner in which discrete financial information is reviewed by segment management.

Accordingly, management concluded that the Agriculture Technology operations no longer constituted a separate reporting unit.

In connection with this reorganization, we performed goodwill impairment assessments immediately before and after the reorganization and concluded that no impairment existed.

This assessment reflected improved cash flow forecasts relative to the prior annual impairment test, primarily due to restructuring actions undertaken in the fourth quarter of fiscal 2023.

The assets and liabilities (excluding goodwill) of the former Agriculture Technology reporting unit were reassigned to the North America Irrigation and International Irrigation reporting units in a manner consistent with how the underlying operations and financial information are managed and reviewed by segment management following the reorganization.

Assets and liabilities that were specifically identifiable to a reporting unit were directly assigned.

For assets and liabilities that were not specifically identifiable, amounts were reallocated based on the reorganization of the business and the revised internal reporting structure used by segment management.

Goodwill of approximately $168.0 million, which includes the goodwill associated with our former Prospera business, was then allocated to these reporting units using a relative fair value approach in accordance with ASC 350-20-35-45.

This approach was used because goodwill does not represent separately identifiable assets and must be reallocated based on the relative fair values of the reporting units expected to benefit from the reorganization.

The estimated fair values were derived from projected revenues and cash flows of the respective reporting units.

Accordingly, goodwill associated with the former Prospera business is included within these reporting units.

During fiscal 2025, management elected to abandon the use of Prospera’s proprietary technology and initiated actions to exit the business.

Management performed a qualitative assessment and concluded that no triggering event existed, as the decision did not materially affect the expected future cash flows of the reporting units and no indicators were present that it was more likely than not that the fair value of any reporting unit was below its carrying amount prior to the annual impairment test.

Accordingly, no after-tax cash flows associated with Prospera were included in the projected cash flows

used in our fiscal 2025 annual goodwill impairment test, reflecting management’s expectation at the time of the annual test that Prospera would not contribute to the future operating performance of the reporting units.

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

Because the fiscal 2025 annual goodwill impairment test had already excluded Prospera-related cash flows, management concluded that the subsequent decision by the Board of Directors to formally exit the business and abandon its technology did not represent a change in the assumptions used in the annual impairment test.

Accordingly, this event did not constitute a triggering event requiring an interim goodwill impairment assessment under ASC 350-20-35-30.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

There were no material changes in the Company’s market risk during the twenty-six weeks ended June 27, 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