VALMONT INDUSTRIES INC 10-Q

ITEM 1. FINANCIAL STATEMENTS VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per-share amounts) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen weeks ended ​ Twenty-six weeks ended ​ ​ June 27, ​ June 28, ​ June 27, ​ June 28, ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 Product sales ​ $ 1,007,493 ​ $ 943,371 ​ $ 1,929,225 ​ $ 1,817,860 Service sales ​ 111,196 ​ 107,177 ​ 218,661 ​ 202,002 Net sales ​ 1,118,689 ​ 1,050,548 ​ 2,147,886 ​ 2,019,862 Product cost of sales ​ 726,137 ​ 669,029 ​ 1,381,656 ​ 1,290,072 Service cost of sales ​ 51,735 ​ 60,352 ​ 108,535 ​ 117,521 Total cost of sales ​ 777,872 ​ 729,381 ​ 1,490,191 ​ 1,407,593 Gross profit ​ 340,817 ​ 321,167 ​ 657,695 ​ 612,269 Selling, general, and administrative expenses ​ 174,706 ​ 191,670 ​ 335,958 ​ 354,458 Impairment of long-lived assets ​ — ​ 91,337 ​ — ​ 91,337 Realignment charges ​ ​ — ​ 8,884 ​ — ​ 8,884 Operating income ​ 166,111 ​ 29,276 ​ 321,737 ​ 157,590 Other income (expenses): ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ( 9,430 ) ​ ( 10,543 ) ​ ( 18,841 ) ​ ( 20,658 ) Interest income ​ 1,271 ​ 1,568 ​ 2,648 ​ 4,962 Gain on deferred compensation investments ​ 3,786 ​ 2,384 ​ 2,228 ​ 1,543 Other, net ​ 737 ​ ( 3,675 ) ​ ( 158 ) ​ ( 6,405 ) Total other expenses ​ ( 3,636 ) ​ ( 10,266 ) ​ ( 14,123 ) ​ ( 20,558 ) Earnings before income taxes and equity method investment loss ​ 162,475 ​ 19,010 ​ 307,614 ​ 137,032 Income tax expense (benefit): ​ ​ ​ ​ ​ ​ ​ ​ Current ​ 36,385 ​ 35,275 ​ 57,833 ​ 55,635 Deferred ​ 5,604 ​ ( 12,995 ) ​ 21,271 ​ ( 2,556 ) Total income tax expense ​ 41,989 ​ 22,280 ​ 79,104 ​ 53,079 Earnings (loss) before equity method investment loss ​ 120,486 ​ ( 3,270 ) ​ 228,510 ​ 83,953 Equity method investment loss ​ ( 264 ) ​ ​ ( 21 ) ​ ​ ( 264 ) ​ ​ ( 581 ) Net earnings (loss) ​ 120,222 ​ ( 3,291 ) ​ 228,246 ​ 83,372 Earnings attributable to redeemable noncontrolling interests ​ ( 304 ) ​ ( 729 ) ​ ( 295 ) ​ ( 131 ) Net earnings (loss) attributable to Valmont Industries, Inc. ​ $ 119,918 ​ $ ( 4,020 ) ​ $ 227,951 ​ $ 83,241 Net earnings (loss) attributable to Valmont Industries, Inc. per share: ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 6.19 ​ $ ( 1.53 ) ​ $ 11.74 ​ $ 2.86 Diluted ​ ​ 6.14 ​ ​ ( 1.53 ) ​ ​ 11.65 ​ ​ 2.84 See accompanying Notes to Condensed Consolidated Financial Statements. ​ 3 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Dollars in thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen weeks ended ​ Twenty-six weeks ended ​ ​ June 27, ​ June 28, ​ June 27, ​ June 28, ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 Net earnings (loss) ​ $ 120,222 ​ $ ( 3,291 ) ​ $ 228,246 ​ $ 83,372 Other comprehensive income (loss), net of tax: ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustments: ​ ​ ​ ​ ​ ​ ​ ​ Unrealized translation gain (loss) ​ ( 4,658 ) ​ 37,347 ​ ( 3,438 ) ​ 59,589 Hedging activities: ​ ​ ​ ​ ​ ​ ​ ​ Unrealized gain on commodity hedges ​ 1,787 ​ 760 ​ 5,896 ​ 857 Realized loss (gain) on commodity hedges included in net earnings (loss) ​ ( 886 ) ​ ( 630 ) ​ ( 1,190 ) ​ 297 Unrealized gain (loss) on cross currency swaps ​ ​ ( 64 ) ​ ​ ( 4,966 ) ​ ​ 1,085 ​ ​ ( 6,306 ) Amortization cost included in interest expense ​ ( 12 ) ​ ( 12 ) ​ ( 24 ) ​ ( 24 ) Total hedging activities ​ ​ 825 ​ ​ ( 4,848 ) ​ ​ 5,767 ​ ​ ( 5,176 ) Reclassification adjustment for pension costs included in net earnings (loss) ​ 475 ​ 356 ​ 951 ​ 694 Total other comprehensive income (loss), net of tax ​ ( 3,358 ) ​ 32,855 ​ 3,280 ​ 55,107 Comprehensive income ​ 116,864 ​ 29,564 ​ 231,526 ​ 138,479 Comprehensive income attributable to redeemable noncontrolling interests ​ ( 247 ) ​ ( 2,009 ) ​ ( 50 ) ​ ( 987 ) Comprehensive income attributable to Valmont Industries, Inc. ​ $ 116,617 ​ $ 27,555 ​ $ 231,476 ​ $ 137,492 See accompanying Notes to Condensed Consolidated Financial Statements. ​ 4 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except par value) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 27, ​ December 27, ​ ​ 2026 ​ ​ ​ 2025 ASSETS ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 139,051 ​ $ 187,140 Receivables, less allowance of $ 50,634 and $ 54,991 , respectively ​ 648,703 ​ 590,127 Inventories ​ 608,842 ​ 566,396 Contract assets ​ 272,731 ​ 266,922 Income taxes receivable ​ 15,388 ​ 38,365 Prepaid expenses and other current assets ​ 97,738 ​ 70,698 Total current assets ​ 1,782,453 ​ 1,719,648 Property, plant, and equipment, at cost ​ 1,658,935 ​ 1,640,608 Less accumulated depreciation ​ ( 965,752 ) ​ ( 966,745 ) Property, plant, and equipment, net ​ 693,183 ​ 673,863 Goodwill ​ 584,126 ​ 570,954 Other intangible assets, net ​ 116,772 ​ 121,341 Defined benefit pension asset ​ ​ 38,798 ​ 39,666 Operating lease right-of-use assets ​ ​ 153,648 ​ ​ 139,857 Deferred compensation investments ​ ​ 30,813 ​ ​ 29,631 Non-current deferred tax asset ​ ​ 47,099 ​ ​ 57,751 Other non-current assets ​ 15,517 ​ 16,618 Non-current assets held for sale ​ ​ 3,296 ​ — Total assets ​ $ 3,465,705 ​ $ 3,369,329 ​ ​ ​ ​ ​ ​ ​ LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ Current installments of long-term debt ​ $ 60 ​ $ 513 Mandatorily redeemable financial instrument ​ ​ — ​ 8,922 Accounts payable ​ 387,899 ​ 359,539 Accrued employee compensation and benefits ​ 113,453 ​ 128,155 Contract liabilities ​ 79,785 ​ 52,013 Other accrued expenses ​ 139,587 ​ 156,596 Income taxes payable ​ ​ 21,698 ​ ​ 12,604 Dividends payable ​ 14,864 ​ 13,278 Total current liabilities ​ 757,346 ​ 731,620 Deferred income taxes ​ 17,298 ​ 5,316 Long-term debt, excluding current installments ​ 730,625 ​ 795,150 Operating lease liabilities ​ 141,056 ​ 130,007 Deferred compensation liabilities ​ 30,813 ​ 29,631 Other non-current liabilities ​ 52,978 ​ 35,320 Total liabilities ​ ​ 1,730,116 ​ ​ 1,727,044 Redeemable noncontrolling interests ​ 8,836 ​ 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 ​ 3,351,715 ​ 3,156,235 Accumulated other comprehensive loss ​ ( 286,990 ) ​ ( 290,515 ) Treasury stock ​ ( 1,365,872 ) ​ ( 1,260,833 ) Total shareholders’ equity ​ ​ 1,726,753 ​ ​ 1,632,787 Total liabilities, redeemable noncontrolling interests, and shareholders’ equity ​ $ 3,465,705 ​ $ 3,369,329 See accompanying Notes to Condensed Consolidated Financial Statements. ​ 5 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twenty-six weeks ended ​ ​ June 27, ​ June 28, ​ ​ 2026 ​ ​ ​ 2025 Cash flows from operating activities: ​ ​ ​ ​ ​ Net earnings ​ $ 228,246 ​ $ 83,372 Adjustments to reconcile net earnings to net cash flows from operating activities: ​ ​ ​ ​ Depreciation and amortization ​ 46,832 ​ 43,781 Contribution to defined benefit pension plan ​ ( 886 ) ​ ( 1,492 ) Impairment of long-lived assets ​ 9,340 ​ 91,337 Stock-based compensation ​ 11,419 ​ 13,377 Net periodic pension cost ​ ​ 2,154 ​ ​ 529 Loss on sale of property, plant, and equipment ​ 29 ​ 81 Deferred income taxes ​ 21,271 ​ ( 2,556 ) Other, net ​ ( 3,128 ) ​ 581 Changes in assets and liabilities: ​ ​ ​ ​ Receivables ​ ( 58,746 ) ​ 8,263 Inventories ​ ( 40,704 ) ​ 22,423 Contract assets ​ ( 6,047 ) ​ ( 7,257 ) Prepaid expenses and other assets (current and non-current) ​ ( 19,317 ) ​ 9,909 Accounts payable ​ 32,005 ​ ( 649 ) Contract liabilities (current and non-current) ​ 27,340 ​ ( 17 ) Accrued expenses ​ ( 38,193 ) ​ ( 31,431 ) Current income taxes ​ 32,800 ​ ( 2,248 ) Other non-current liabilities ​ 7,168 ​ 4,736 Net cash flows from operating activities ​ 251,583 ​ 232,739 Cash flows from investing activities: ​ ​ ​ ​ Purchases of property, plant, and equipment ​ ( 70,504 ) ​ ( 62,306 ) Acquisition, net of cash acquired ​ ( 11,470 ) ​ — Proceeds from sales of assets ​ 1,502 ​ 724 Proceeds from property damage insurance claims ​ ​ 605 ​ — Other, net ​ ​ 3,311 ​ ​ ( 2,737 ) Net cash flows from investing activities ​ ( 76,556 ) ​ ( 64,319 ) Cash flows from financing activities: ​ ​ ​ ​ Proceeds from short-term borrowings ​ — ​ 2,840 Repayments on short-term borrowings ​ — ​ ( 4,492 ) Proceeds from long-term borrowings ​ 65,211 ​ 130,000 Principal repayments on long-term borrowings ​ ( 130,558 ) ​ ( 130,358 ) Dividends paid ​ ( 28,227 ) ​ ( 25,667 ) Dividend to redeemable noncontrolling interest ​ ( 478 ) ​ ( 233 ) Purchase of redeemable noncontrolling interest ​ ( 8,922 ) ​ — Repurchases of common stock ​ ( 117,540 ) ​ ( 100,007 ) Payments of excise taxes on share repurchases ​ ​ ( 1,677 ) ​ — Proceeds from exercises under stock plans ​ 3,282 ​ 3,107 Tax withholdings on exercises under stock plans ​ ( 4,807 ) ​ ( 6,940 ) Other, net ​ ​ — ​ ​ 527 Net cash flows from financing activities ​ ( 223,716 ) ​ ( 131,223 ) Effect of exchange rate changes on cash and cash equivalents ​ 600 ​ 7,021 Net change in cash and cash equivalents ​ ( 48,089 ) ​ 44,218 Cash and cash equivalents—beginning of period ​ 187,140 ​ 164,315 Cash and cash equivalents—end of period ​ $ 139,051 ​ $ 208,533 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosures of cash flow information: ​ ​ ​ ​ ​ ​ Interest paid ​ $ 20,262 ​ $ 19,631 Income taxes paid ​ ​ 24,363 ​ 55,494 See accompanying Notes to Condensed Consolidated Financial Statements. ​ 6 Table of Contents 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 Net earnings ​ — ​ 119,918 ​ — ​ — ​ 119,918 ​ 304 Other comprehensive loss, net of tax ​ — ​ — ​ ( 3,301 ) ​ — ​ ( 3,301 ) ​ ( 57 ) Cash dividends declared ($ 0.77 per share) ​ — ​ ( 14,864 ) ​ — ​ — ​ ( 14,864 ) ​ — Dividends to redeemable noncontrolling interests ​ ​ — ​ — ​ — ​ — ​ — ​ ( 712 ) Repurchases of common stock; 118,719 shares acquired ​ — ​ — ​ — ​ ( 60,563 ) ​ ( 60,563 ) ​ — Stock option and incentive plans ​ — ​ 2,637 ​ — ​ 3,644 ​ 6,281 ​ — Balance as of June 27, 2026 ​ $ 27,900 ​ $ 3,351,715 ​ $ ( 286,990 ) ​ $ ( 1,365,872 ) ​ $ 1,726,753 ​ $ 8,836 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 Net earnings (loss) ​ — ​ ( 4,020 ) ​ — ​ — ​ ( 4,020 ) ​ 729 Other comprehensive income, net of tax ​ — ​ — ​ 31,575 ​ — ​ 31,575 ​ 1,280 Cash dividends declared ($ 0.68 per share) ​ ​ — ​ ( 13,419 ) ​ — ​ — ​ ( 13,419 ) ​ — Fair value adjustment on redeemable noncontrolling interests ​ ​ — ​ ​ 1,089 ​ ​ — ​ ​ — ​ ​ 1,089 ​ ​ ( 1,089 ) Change in redemption value of noncontrolling interests ​ ​ — ​ ​ ( 26,243 ) ​ ​ — ​ ​ — ​ ​ ( 26,243 ) ​ ​ 26,243 Repurchases of common stock; 357,979 shares acquired ​ — ​ — ​ — ​ ( 100,855 ) ​ ( 100,855 ) ​ — Stock option and incentive plans ​ ​ — ​ ( 91 ) ​ — ​ 5,917 ​ 5,826 ​ — Balance as of June 28, 2025 ​ $ 27,900 ​ $ 2,956,362 ​ $ ( 278,524 ) ​ $ ( 1,176,783 ) ​ $ 1,528,955 ​ $ 84,062 See accompanying Notes to Condensed Consolidated Financial Statements. ​ ​ 7 Table of Contents 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 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 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. 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 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 June 27, 2026, total contract liabilities were $ 80,114 , with $ 79,785 recorded as “Contract liabilities” and $ 329 as “Other non-current 8 Table of Contents 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 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 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 ​ Over Time ​ Total Point in Time ​ Over Time ​ Total Infrastructure ​ $ 422,423 ​ $ 454,295 ​ $ 876,718 ​ $ 804,134 ​ $ 875,764 ​ $ 1,679,898 Agriculture ​ 233,138 ​ ​ 8,833 ​ 241,971 ​ 450,693 ​ ​ 17,295 ​ 467,988 Total net sales ​ $ 655,561 ​ $ 463,128 ​ $ 1,118,689 ​ $ 1,254,827 ​ $ 893,059 ​ $ 2,147,886 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen weeks ended June 28, 2025 ​ Twenty-six weeks ended June 28, 2025 ​ ​ Point in Time ​ Over Time ​ ​ ​ Total ​ Point in Time ​ Over Time ​ ​ ​ Total Infrastructure ​ $ 423,581 ​ $ 339,511 ​ $ 763,092 ​ $ 789,724 ​ $ 676,859 ​ $ 1,466,583 Agriculture ​ 279,000 ​ ​ 8,456 ​ 287,456 ​ 537,703 ​ ​ 15,576 ​ 553,279 Total net sales ​ $ 702,581 ​ $ 347,967 ​ $ 1,050,548 ​ $ 1,327,427 ​ $ 692,435 ​ $ 2,019,862 ​ ​ (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, 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. Approximately $ 15,095 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 Operations for the thirteen and twenty-six weeks ended June 27, 2026. 9 Table of Contents 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 . 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 June 27, 2026 and December 27, 2025, inventories, net of reserves, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 27, ​ December 27, ​ ​ 2026 ​ ​ ​ 2025 Raw materials and purchased parts ​ $ 336,427 ​ $ 253,594 Work in process ​ 42,923 ​ 36,388 Finished and manufactured goods ​ 229,492 ​ 276,414 Total inventories ​ $ 608,842 ​ $ 566,396 ​ 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 Goodwill As of June 27, 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 ​ ​ — ​ ​ 15,095 ​ ​ 15,095 Foreign currency translation ​ ( 2,133 ) ​ ​ 210 ​ ( 1,923 ) Balance as of June 27, 2026 ​ $ 365,454 ​ $ 218,672 ​ $ 584,126 ​ 10 Table of Contents 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 June 27, 2026 ​ $ 479,705 ​ $ 338,672 ​ $ 818,377 Accumulated impairment losses ​ ​ ( 114,251 ) ​ ​ ( 120,000 ) ​ ​ ( 234,251 ) Balance as of June 27, 2026 ​ $ 365,454 ​ $ 218,672 ​ $ 584,126 ​ 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 June 27, 2026 and December 27, 2025, the components of other intangible assets were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 27, 2026 December 27, 2025 ​ ​ Gross ​ ​ ​ Gross ​ ​ ​ ​ ​ Carrying ​ Accumulated Carrying ​ Accumulated ​ ​ ​ ​ Amount ​ ​ ​ Amortization Amount ​ ​ ​ Amortization Amortizing intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer relationships ​ $ 218,917 ​ $ 168,927 ​ $ 219,631 ​ $ 165,514 Patents and proprietary technology ​ 28,986 ​ 16,900 ​ 28,166 ​ 16,374 Other ​ 611 ​ 611 ​ 614 ​ 594 Non-amortizing intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trade names ​ ​ 54,696 ​ ​ — ​ ​ 55,412 ​ ​ — ​ ​ $ 303,210 ​ $ 186,438 ​ $ 303,823 ​ $ 182,482 ​ 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. 11 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (Unaudited) ​ (6) DERIVATIVE FINANCIAL INSTRUMENTS The fair value of derivative instruments as of June 27, 2026 and December 27, 2025 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Consolidated ​ June 27, ​ December 27, Derivatives designated as hedging instruments: ​ ​ ​ Balance Sheets location ​ 2026 ​ 2025 Commodity contracts ​ Prepaid expenses and other current assets ​ $ 7,487 ​ $ 1,590 Commodity contracts ​ Other accrued expenses ​ ​ ( 25 ) ​ ​ — Cross-currency swap contracts Prepaid expenses and other current assets ​ ​ 1,170 ​ 6 Cross-currency swap contracts Other accrued expenses ​ ​ ( 7,781 ) ​ ( 8,100 ) ​ ​ ​ ​ $ 851 ​ $ ( 6,504 ) ​ 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 ​ Twenty-six weeks ended ​ ​ Statements of ​ June 27, ​ June 28, ​ June 27, ​ June 28, Derivatives designated as hedging instruments: ​ Operations location ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 Commodity contracts ​ Product/service cost of sales ​ $ 1,182 ​ $ 840 ​ $ 1,587 ​ $ ( 396 ) Interest rate hedge amortization ​ Interest expense ​ ​ 48 ​ ( 16 ) ​ ​ 32 ​ ( 32 ) Cross-currency swap contracts ​ Interest expense ​ ​ 472 ​ 292 ​ ​ 986 ​ 573 ​ ​ ​ ​ $ 1,702 ​ $ 1,116 ​ $ 2,605 ​ $ 145 ​ 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 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Notional ​ Total ​ ​ Commodity Type ​ Amount ​ Purchase Quantity ​ Maturity Dates Hot-rolled coil steel ​ $ 30,734 ​ 27,000 short tons June 2026 to June 2027 Natural gas ​ ​ 433 ​ 105,000 MMBtu ​ July 2026 to March 2027 Ultra-low-sulfur diesel fuel ​ ​ 7,371 ​ 2,520,000 gallons ​ June 2026 to June 2027 Zinc ​ ​ 7,818 ​ 2,280 metric tons ​ June 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 June 27, 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 ​ 12 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (Unaudited) ​ (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 June 27, 2026 and December 27, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying Value ​ Fair Value Measurement Using: ​ ​ June 27, 2026 ​ Level 1 ​ Level 2 ​ Level 3 Deferred compensation investments ​ $ 30,813 ​ $ 30,813 ​ $ — ​ $ — Derivative financial instruments, net ​ ​ 851 ​ ​ — ​ ​ 851 ​ ​ — Cash and cash equivalents—mutual funds ​ ​ 6,315 ​ ​ 6,315 ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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. 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. 13 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (Unaudited) ​ (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 ​ Twenty-six weeks ended ​ ​ June 27, ​ June 28, ​ June 27, ​ June 28, ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 Net earnings (loss) attributable to Valmont Industries, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings (loss) attributable to Valmont Industries, Inc. ​ $ 119,918 ​ $ ( 4,020 ) ​ $ 227,951 ​ $ 83,241 Change in redemption value of redeemable noncontrolling interests ​ ​ — ​ ​ ( 26,243 ) ​ ​ — ​ ​ ( 26,243 ) Net earnings (loss) attributable to Valmont Industries, Inc. including change in redemption value of redeemable noncontrolling interests ​ $ 119,918 ​ $ ( 30,263 ) ​ $ 227,951 ​ $ 56,998 Weighted average shares outstanding (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 19,368 ​ ​ 19,809 ​ ​ 19,421 ​ ​ 19,928 Dilutive effect of various stock awards ​ ​ 152 ​ ​ — ​ ​ 150 ​ ​ 135 Diluted ​ ​ 19,520 ​ ​ 19,809 ​ ​ 19,571 ​ ​ 20,063 Net earnings (loss) attributable to Valmont Industries, Inc. per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 6.19 ​ $ ( 1.53 ) ​ $ 11.74 ​ $ 2.86 Dilutive effect of various stock awards ​ ​ ( 0.05 ) ​ ​ — ​ ​ ( 0.09 ) ​ ​ ( 0.02 ) Diluted ​ $ 6.14 ​ $ ( 1.53 ) ​ $ 11.65 ​ $ 2.84 ​ 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 . 14 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (Unaudited) ​ (10) STOCK-BASED COMPENSATION 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 ​ ​ June 27, ​ June 28, ​ June 27, ​ June 28, ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 Stock-based compensation ​ $ 5,887 ​ $ 6,166 ​ $ 11,419 ​ $ 13,377 Income tax benefits ​ 1,472 ​ 1,541 ​ 2,855 ​ 3,344 ​ 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 June 27, 2026 and December 27, 2025, the components of accumulated other comprehensive loss were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 27, ​ December 27, ​ ​ 2026 ​ ​ ​ 2025 Foreign currency translation adjustments ​ $ ( 251,934 ) ​ $ ( 248,741 ) Hedging activities ​ ​ 21,172 ​ ​ 15,405 Defined benefit pension plan ​ ​ ( 56,228 ) ​ ​ ( 57,179 ) Accumulated other comprehensive loss ​ $ ( 286,990 ) ​ $ ( 290,515 ) ​ (12) SHARE REPURCHASES The Company maintains a share repurchase program with a total authorization of $ 2,100,000 . 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 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 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, the Company entered into a settlement agreement with the plaintiff for approximately 15 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (Unaudited) ​ 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. No additional losses beyond the amounts accrued are deemed probable at this time. U.S. Customs and Border Protection Inquiry 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. 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. 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. 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. 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. (15) 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. 16 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (Unaudited) ​ 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 June 27, 2026 ​ ​ Infrastructure ​ ​ ​ Agriculture ​ ​ ​ Consolidated Sales ​ $ 878,941 $ 243,699 $ 1,122,640 Intersegment sales ​ ​ ( 2,223 ) ​ ​ ( 1,728 ) ​ ​ ( 3,951 ) Net sales ​ ​ 876,718 ​ ​ 241,971 ​ ​ 1,118,689 Cost of sales ​ ​ 612,077 ​ ​ 165,795 ​ ​ 777,872 Gross profit ​ ​ 264,641 ​ ​ 76,176 ​ ​ 340,817 Selling, general, and administrative expenses (a) ​ ​ 110,265 ​ ​ 36,293 ​ ​ 146,558 Segment operating income ​ $ 154,376 ​ $ 39,883 ​ ​ 194,259 Unallocated corporate expenses ​ ​ ​ ​ ​ ​ ​ ​ 28,148 Total operating income ​ ​ ​ ​ ​ ​ ​ $ 166,111 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen weeks ended June 28, 2025 ​ ​ Infrastructure ​ ​ ​ Agriculture ​ ​ ​ Consolidated Sales ​ $ 765,525 $ 289,420 $ 1,054,945 Intersegment sales ​ ​ ( 2,433 ) ​ ​ ( 1,964 ) ​ ​ ( 4,397 ) Net sales ​ ​ 763,092 ​ ​ 287,456 ​ ​ 1,050,548 Cost of sales ​ ​ 535,209 ​ ​ 194,172 ​ ​ 729,381 Gross profit ​ ​ 227,883 ​ ​ 93,284 ​ ​ 321,167 Selling, general, and administrative expenses (a) ​ ​ 111,187 ​ ​ 52,366 ​ ​ 163,553 Impairment of goodwill and other intangible assets ​ ​ 89,356 ​ ​ 1,981 ​ ​ 91,337 Realignment charges ​ ​ 1,426 ​ ​ 2,886 ​ ​ 4,312 Segment operating income ​ $ 25,914 ​ $ 36,051 ​ ​ 61,965 Unallocated corporate expenses ​ ​ ​ ​ ​ ​ ​ ​ 28,117 Corporate realignment charges ​ ​ ​ ​ ​ ​ ​ ​ 4,572 Total operating income ​ ​ ​ ​ ​ ​ ​ $ 29,276 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twenty-six weeks ended June 27, 2026 ​ ​ Infrastructure ​ ​ ​ Agriculture ​ ​ ​ Consolidated Sales ​ $ 1,684,862 $ 470,695 $ 2,155,557 Intersegment sales ​ ​ ( 4,964 ) ​ ​ ( 2,707 ) ​ ​ ( 7,671 ) Net sales ​ ​ 1,679,898 ​ ​ 467,988 ​ ​ 2,147,886 Cost of sales ​ ​ 1,171,067 ​ ​ 319,124 ​ ​ 1,490,191 Gross profit ​ ​ 508,831 ​ ​ 148,864 ​ ​ 657,695 Selling, general, and administrative expenses (a) ​ ​ 211,432 ​ ​ 75,478 ​ ​ 286,910 Segment operating income ​ $ 297,399 ​ $ 73,386 ​ ​ 370,785 Unallocated corporate expenses ​ ​ ​ ​ ​ ​ ​ ​ 49,048 Total operating income ​ ​ ​ ​ ​ ​ ​ $ 321,737 ​ 17 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twenty-six weeks ended June 28, 2025 ​ ​ Infrastructure ​ ​ ​ Agriculture ​ ​ ​ Consolidated Sales ​ $ 1,471,746 $ 556,691 $ 2,028,437 Intersegment sales ​ ​ ( 5,163 ) ​ ​ ( 3,412 ) ​ ​ ( 8,575 ) Net sales ​ ​ 1,466,583 ​ ​ 553,279 ​ ​ 2,019,862 Cost of sales ​ ​ 1,025,825 ​ ​ 381,768 ​ ​ 1,407,593 Gross profit ​ ​ 440,758 ​ ​ 171,511 ​ ​ 612,269 Selling, general, and administrative expenses (a) ​ ​ 206,850 ​ ​ 94,356 ​ ​ 301,206 Impairment of goodwill and other intangible assets ​ ​ 89,356 ​ ​ 1,981 ​ ​ 91,337 Realignment charges ​ ​ 1,426 ​ ​ 2,886 ​ ​ 4,312 Segment operating income ​ $ 143,126 ​ $ 72,288 ​ ​ 215,414 Unallocated corporate expenses ​ ​ ​ ​ ​ ​ ​ ​ 53,252 Corporate realignment charges ​ ​ ​ ​ ​ ​ ​ ​ 4,572 Total operating income ​ ​ ​ ​ ​ ​ ​ $ 157,590 (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. 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 June 27, 2026 ​ ​ Infrastructure ​ ​ ​ Agriculture ​ Intersegment ​ ​ ​ Consolidated Geographical market: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ North America ​ $ 713,814 ​ $ 139,157 ​ $ ( 3,951 ) ​ $ 849,020 International ​ 165,127 ​ 104,542 ​ — ​ 269,669 Total sales ​ $ 878,941 ​ $ 243,699 ​ $ ( 3,951 ) ​ $ 1,118,689 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product line: ​ ​ ​ ​ ​ ​ ​ ​ North America Utility ​ $ 456,738 ​ $ — ​ $ — ​ $ 456,738 North America Lighting and Transportation ​ 130,502 ​ — ​ — ​ 130,502 North America Coatings ​ 69,037 ​ — ​ ( 2,223 ) ​ 66,814 North America Telecommunications ​ 56,985 ​ — ​ — ​ 56,985 International Infrastructure and Solar ​ 165,679 ​ — ​ — ​ 165,679 Agriculture ​ — ​ 243,699 ​ ( 1,728 ) ​ 241,971 Total sales ​ $ 878,941 ​ $ 243,699 ​ $ ( 3,951 ) ​ $ 1,118,689 ​ 18 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen weeks ended June 28, 2025 ​ ​ Infrastructure ​ ​ ​ Agriculture ​ ​ ​ Intersegment ​ ​ ​ Consolidated Geographical market: ​ ​ ​ ​ ​ ​ ​ ​ ​ North America ​ $ 616,436 ​ $ 142,482 ​ $ ( 4,329 ) ​ $ 754,589 International ​ 149,089 ​ 146,938 ​ ( 68 ) ​ 295,959 Total sales ​ $ 765,525 ​ $ 289,420 ​ $ ( 4,397 ) ​ $ 1,050,548 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product line: ​ ​ ​ ​ ​ ​ ​ ​ North America Utility ​ $ 341,188 ​ $ — ​ $ — ​ $ 341,188 North America Lighting and Transportation ​ 133,765 ​ — ​ — ​ 133,765 North America Coatings ​ 59,184 ​ — ​ ( 2,365 ) ​ 56,819 North America Telecommunications ​ 77,149 ​ — ​ — ​ 77,149 International Infrastructure and Solar ​ 154,239 ​ — ​ ( 68 ) ​ 154,171 Agriculture ​ — ​ 289,420 ​ ( 1,964 ) ​ 287,456 Total sales ​ $ 765,525 ​ $ 289,420 ​ $ ( 4,397 ) ​ $ 1,050,548 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twenty-six weeks ended June 27, 2026 ​ ​ Infrastructure ​ ​ ​ Agriculture ​ ​ ​ Intersegment ​ ​ ​ Consolidated Geographical market: ​ ​ ​ ​ ​ ​ ​ ​ ​ North America ​ $ 1,381,342 ​ $ 278,750 ​ $ ( 7,671 ) ​ $ 1,652,421 International ​ 303,520 ​ 191,945 ​ — ​ 495,465 Total sales ​ $ 1,684,862 ​ $ 470,695 ​ $ ( 7,671 ) ​ $ 2,147,886 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product line: ​ ​ ​ ​ ​ ​ ​ ​ North America Utility ​ $ 880,922 ​ $ — ​ $ — ​ $ 880,922 North America Lighting and Transportation ​ 249,154 ​ — ​ — ​ 249,154 North America Coatings ​ 132,171 ​ — ​ ( 4,964 ) ​ 127,207 North America Telecommunications ​ 118,489 ​ — ​ — ​ 118,489 International Infrastructure and Solar ​ 304,126 ​ — ​ — ​ 304,126 Agriculture ​ — ​ 470,695 ​ ( 2,707 ) ​ 467,988 Total sales ​ $ 1,684,862 ​ $ 470,695 ​ $ ( 7,671 ) ​ $ 2,147,886 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twenty-six weeks ended June 28, 2025 ​ ​ Infrastructure ​ ​ ​ Agriculture ​ ​ ​ Intersegment ​ ​ ​ Consolidated Geographical market: ​ ​ ​ ​ ​ ​ ​ ​ ​ North America ​ $ 1,193,633 ​ $ 279,958 ​ $ ( 8,441 ) ​ $ 1,465,150 International ​ 278,113 ​ 276,733 ​ ( 134 ) ​ 554,712 Total sales ​ $ 1,471,746 ​ $ 556,691 ​ $ ( 8,575 ) ​ $ 2,019,862 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product line: ​ ​ ​ ​ ​ ​ ​ ​ North America Utility ​ $ 674,024 ​ $ — ​ $ — ​ $ 674,024 North America Lighting and Transportation ​ 257,888 ​ — ​ — ​ 257,888 North America Coatings ​ 114,892 ​ — ​ ( 5,029 ) ​ 109,863 North America Telecommunications ​ 141,137 ​ — ​ — ​ 141,137 International Infrastructure and Solar ​ 283,805 ​ — ​ ( 134 ) ​ 283,671 Agriculture ​ — ​ 556,691 ​ ( 3,412 ) ​ 553,279 Total sales ​ $ 1,471,746 ​ $ 556,691 ​ $ ( 8,575 ) ​ $ 2,019,862 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 27, ​ December 27, ​ ​ 2026 ​ ​ ​ 2025 ASSETS: ​ ​ ​ ​ Infrastructure ​ $ 2,383,977 ​ $ 2,312,500 Agriculture ​ 801,428 ​ 768,715 Total segment assets ​ ​ 3,185,405 ​ ​ 3,081,215 Unallocated corporate assets ​ 280,300 ​ 288,114 Total assets ​ $ 3,465,705 ​ $ 3,369,329 ​ 19 Table of Contents VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per-share amounts) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen weeks ended ​ Twenty-six weeks ended ​ ​ June 27, ​ June 28, ​ June 27, ​ June 28, ​ ​ 2026 ​ ​ ​ 2025 ​ 2026 ​ ​ ​ 2025 CAPITAL EXPENDITURES: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure $ 32,022 $ 28,441 $ 62,828 $ 54,373 Agriculture ​ 3,627 ​ 3,214 ​ 6,249 ​ 5,446 Total segment capital expenditures ​ ​ 35,649 ​ ​ 31,655 ​ ​ 69,077 ​ ​ 59,819 Unallocated corporate capital expenditures ​ 287 ​ 332 ​ 1,427 ​ 2,487 Total capital expenditures ​ $ 35,936 ​ $ 31,987 ​ $ 70,504 ​ $ 62,306 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen weeks ended ​ Twenty-six weeks ended ​ ​ June 27, ​ June 28, ​ June 27, ​ June 28, ​ ​ 2026 ​ ​ ​ 2025 ​ 2026 ​ ​ ​ 2025 DEPRECIATION AND AMORTIZATION: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure $ 19,206 $ 15,887 $ 36,841 $ 31,469 Agriculture ​ 3,730 ​ 4,241 ​ 7,196 ​ 8,052 Total segment depreciation and amortization expense ​ ​ 22,936 ​ ​ 20,128 ​ ​ 44,037 ​ ​ 39,521 Unallocated corporate depreciation and amortization expense ​ 1,289 ​ 2,135 ​ 2,795 ​ 4,260 Total depreciation and amortization expense ​ $ 24,225 ​ $ 22,263 ​ $ 46,832 ​ $ 43,781 ​ ​ ​ ​ 20 Table of Contents