Valmont Industries, Inc.

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 27, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number: 001-31429

Valmont Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	47-0351813
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
15000 Valmont Plaza,
Omaha, Nebraska	68154
(Address of principal executive offices)	(Zip Code)

(402) 963-1000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $1.00 par value		VMI		New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒Accelerated filer ☐

Non-accelerated filer ☐Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of July 24, 2026, there were 19,304,858 shares of the registrant’s common stock outstanding.

Table of Contents

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

TABLE OF CONTENTS


	PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Statements of Operations for the thirteen and twenty-six weeks ended June 27, 2026 and June 28, 2025		3
	Condensed Consolidated Statements of Comprehensive Income for the thirteen and twenty-six weeks ended June 27, 2026 and June 28, 2025		4
	Condensed Consolidated Balance Sheets as of June 27, 2026 and December 27, 2025		5
	Condensed Consolidated Statements of Cash Flows for the twenty-six weeks ended June 27, 2026 and June 28, 2025		6
	Condensed Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interests for the thirteen and twenty-six weeks ended June 27, 2026 and June 28, 2025		7
	Notes to Condensed Consolidated Financial Statements		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		32
Item 4.	Controls and Procedures		32

	PART II—OTHER INFORMATION
Item 1.	Legal Proceedings		33
Item 1A.	Risk Factors		33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		33
Item 3.	Defaults Upon Senior Securities		33
Item 4.	Mine Safety Disclosures		33
Item 5.	Other Information		33
Item 6.	Exhibits		34

Signatures			35

Table of Contents

PART I—FINANCIAL INFORMATION

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.

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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.

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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.

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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.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

AND REDEEMABLE NONCONTROLLING INTERESTS

(Dollars in thousands, except per-share amounts)

(Unaudited)


								Accumulated
								other						Total		Redeemable
		Common			Retained			comprehensive			Treasury			shareholders’		noncontrolling
		stock			earnings			loss			stock			equity		interests
Balance as of December 27, 2025		$	27,900		$	3,156,235		$	(290,515)		$	(1,260,833)		$	1,632,787	$	9,498
Net earnings (loss)			—			108,033			—			—			108,033		(9)
Other comprehensive income (loss), net of tax			—			—			6,826			—			6,826		(188)
Cash dividends declared ($0.77 per share)			—			(14,948)			—			—			(14,948)		—
Repurchases of common stock; 131,197 shares acquired			—			—			—			(57,029)			(57,029)		—
Stock option and incentive plans			—			(5,296)			—			8,909			3,613		—
Balance as of March 28, 2026		$	27,900		$	3,244,024		$	(283,689)		$	(1,308,953)		$	1,679,282	$	9,301
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.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

(Unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Valmont Industries, Inc. and its controlled subsidiaries (collectively, “Valmont” or the “Company”). Investments in affiliates and joint ventures over which the Company exercises significant influence but does not control are accounted for using the equity method of accounting. All intercompany accounts and transactions have been eliminated in consolidation.

The unaudited Condensed Consolidated Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnote disclosures required by U.S. GAAP for complete annual financial statements.

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

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

(Unaudited)

liabilities” in the Condensed Consolidated Balance Sheets. As of December 27, 2025, total contract liabilities were $52,475, with $52,013 recorded as “Contract liabilities” and $462 as “Other non-current liabilities” in the Condensed Consolidated Balance Sheets.

During the thirteen 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.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

(Unaudited)

Acquisitions of Redeemable Noncontrolling Interests

In the fourth quarter of fiscal 2025, the Company completed negotiations with the noncontrolling interest holders of Solbras Energia Solar do Brasil S.A. to acquire the remaining 45% ownership interest and entered into a revised shareholder purchase agreement with a final redemption amount of approximately 79,000 Brazilian reais ($14,246 U.S. dollars). Payment of this amount was made in the fourth quarter of fiscal 2025, thereby settling the related redeemable noncontrolling interest. The redemption resulted in an increase to “Retained earnings” of approximately $11,997.

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

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(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.

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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

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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.

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(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.

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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

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(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

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.

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(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

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(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

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(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

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

(Unaudited)


	Thirteen weeks ended					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

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Valmont Industries, Inc., along with its subsidiaries (collectively referred to as the “Company,” “Valmont,” “we,” “us,” or “our”), is a diversified manufacturer of products and services for infrastructure and agriculture markets. Founded in 1946 and headquartered in Omaha, Nebraska, our purpose is to conserve resources and improve life.

Forward-Looking Statements

Management’s discussion and analysis contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on assumptions that management has made in light of experience in the industries in which the Company operates, as well as management’s perceptions of historical trends, current conditions, anticipated future developments, and other factors deemed to be relevant. However, these statements are not guarantees of future performance or results. They are subject to risks, uncertainties (some beyond the Company’s control), and various assumptions.

Management believes these forward-looking statements are based on reasonable assumptions. However, many factors could cause the actual financial results to differ materially from expectations. These factors include, among others, risk factors described in the Company’s reports to the Securities and Exchange Commission, as well as future economic and market conditions, industry trends, Company performance and financial results, operational efficiencies, availability and pricing of raw materials, availability and market acceptance of new products, product pricing, domestic and international competition, and actions or policy changes by domestic and foreign governments.

This discussion should be read in conjunction with the financial statements and notes thereto, and the management’s discussion and analysis included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025.

Segment net sales in the following table and elsewhere are presented net of intersegment sales. See Note 15 of our Condensed Consolidated Financial Statements for additional information on segment sales and intersegment sales.

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EXECUTIVE OVERVIEW

Results of Operations


	Thirteen weeks ended						Twenty-six weeks ended
	June			June		Percent	June			June		Percent
Dollars in thousands, except per-share amounts	27, 2026			28, 2025		Change	27, 2026			28, 2025		Change
Consolidated
Net sales	$	1,118,689		$	1,050,548	6.5%	$	2,147,886		$	2,019,862	6.3%
Gross profit		340,817			321,167	6.1%		657,695			612,269	7.4%
as a percentage of net sales		30.5%			30.6%			30.6%			30.3%
Selling, general, and administrative expenses		174,706			191,670	(8.9%)		335,958			354,458	(5.2%)
as a percentage of net sales		15.6%			18.2%			15.6%			17.5%
Impairment of long-lived assets		—			91,337	NM		—			91,337	NM
Realignment charges		—			8,884	NM		—			8,884	NM
Operating income		166,111			29,276	467.4%		321,737			157,590	104.2%
as a percentage of net sales		14.8%			2.8%			15.0%			7.8%
Net interest expense		8,159			8,975	(9.1%)		16,193			15,696	3.2%
Effective tax rate		25.8%			117.2%			25.7%			38.7%
Net earnings (loss) attrib. to Valmont Industries, Inc.		119,918			(4,020)	NM		227,951			83,241	173.8%
Diluted earnings (loss) per share	$	6.14		$	(1.53)	NM	$	11.65		$	2.84	310.2%
Infrastructure
Net sales	$	876,718		$	763,092	14.9%	$	1,679,898		$	1,466,583	14.5%
Gross profit		264,641			227,883	16.1%		508,831			440,758	15.4%
as a percentage of net sales		30.2%			29.9%			30.3%			30.1%
Selling, general, and administrative expenses		110,265			111,187	(0.8%)		211,432			206,850	2.2%
as a percentage of net sales		12.6%			14.6%			12.6%			14.1%
Impairment of long-lived assets		—			89,356	NM		—			89,356	NM
Realignment charges		—			1,426	NM		—			1,426	NM
Operating income		154,376			25,914	495.7%		297,399			143,126	107.8%
as a percentage of net sales		17.6%			3.4%			17.7%			9.8%
Agriculture
Net sales	$	241,971		$	287,456	(15.8%)	$	467,988		$	553,279	(15.4%)
Gross profit		76,176			93,284	(18.3%)		148,864			171,511	(13.2%)
as a percentage of net sales		31.5%			32.5%			31.8%			31.0%
Selling, general, and administrative expenses		36,293			52,366	(30.7%)		75,478			94,356	(20.0%)
as a percentage of net sales		15.0%			18.2%			16.1%			17.1%
Impairment of long-lived assets		—			1,981	NM		—			1,981	NM
Realignment charges		—			2,886	NM		—			2,886	NM
Operating income		39,883			36,051	10.6%		73,386			72,288	1.5%
as a percentage of net sales		16.5%			12.5%			15.7%			13.1%
Corporate
Selling, general, and administrative expenses	$	28,148		$	28,117	0.1%	$	49,048		$	53,252	(7.9%)
Realignment charges		—			4,572	NM		—			4,572	NM
Operating loss		(28,148)			(32,689)	(13.9%)		(49,048)			(57,824)	NM

NM = not meaningful

Overview

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

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fiscal 2025. 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 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


	Thirteen weeks ended
	June 27,			June 28,		Dollar		Percent
Dollars in thousands	2026			2025		Change		Change
North America Utility	$	456,738		$	341,188	$	115,550	33.9%
North America Lighting and Transportation		130,502			133,765		(3,263)	(2.4%)
North America Coatings		69,037			59,184		9,853	16.6%
North America Telecommunications		56,985			77,149		(20,164)	(26.1%)
International Infrastructure and Solar		165,679			154,239		11,440	7.4%
Total sales	$	878,941		$	765,525	$	113,416	14.8%

Operating income	$	154,376		$	25,914	$	128,462	495.7%


		Twenty-six weeks ended
		June 27,			June 28,			Dollar			Percent
Dollars in thousands		2026			2025			Change			Change
North America Utility		$	880,922		$	674,024		$	206,898		30.7%
North America Lighting and Transportation			249,154			257,888			(8,734)		(3.4%)
North America Coatings			132,171			114,892			17,279		15.0%
North America Telecommunications			118,489			141,137			(22,648)		(16.0%)
International Infrastructure and Solar			304,126			283,805			20,321		7.2%
Total sales		$	1,684,862		$	1,471,746		$	213,116		14.5%

Operating income		$	297,399		$	143,126		$	154,273		107.8%

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.

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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


		Thirteen weeks ended
		June 27,			June 28,			Dollar			Percent
Dollars in thousands		2026			2025			Change			Change
North America		$	139,157		$	142,482		$	(3,325)		(2.3%)
International			104,542			146,938			(42,396)		(28.9%)
Total sales		$	243,699		$	289,420		$	(45,721)		(15.8%)

Operating income		$	39,883		$	36,051		$	3,832		10.6%


		Twenty-six weeks ended
		June 27,			June 28,			Dollar			Percent
Dollars in thousands		2026			2025			Change			Change
North America		$	278,750		$	279,958		$	(1,208)		(0.4%)
International			191,945			276,733			(84,788)		(30.6%)
Total sales		$	470,695		$	556,691		$	(85,996)		(15.4%)

Operating income		$	73,386		$	72,288		$	1,098		1.5%

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 $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

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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. We closely monitor these variables across our key markets. In the U.S., net farm income estimates published by the U.S. Department of Agriculture are a key indicator of grower purchasing capacity. In Brazil, we monitor grain prices, projected farm input costs, interest rates, and net farm income trends, which collectively influence grower liquidity, credit availability, and purchasing behavior. 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

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

Acquisitions and Divestitures

We continue to strategically enhance our portfolio through targeted acquisitions and divestitures, demonstrating our commitment to refining our business focus and driving value within our core segments. In the first quarter of fiscal 2026, we acquired the remaining 80% ownership interest in RMDS Innovation, Inc., a Quebec-based technology company, included in the Agriculture Segment.

Macroeconomic and Geopolitical Impacts on Financial Results and Liquidity

We continue to actively monitor a range of macroeconomic and geopolitical uncertainties that have affected, and may continue to affect, our business operations and financial performance. These include volatility in the global economic and trade environment, inflationary cost pressures, supply chain disruptions, foreign currency fluctuations relative to the U.S. dollar, changing interest rates, ongoing international conflicts, and labor shortages. These factors may influence our operational costs, revenue streams, and overall financial stability. 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.

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

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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. 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%. During fiscal 2025, we imported approximately $220.0 million of fabricated steel structures from Mexico into the U.S., which represents the primary category of products affected by these modifications. Based on our current assessment, we believe that the majority of our steel poles produced at our Mexico facility will qualify for the 10% tariff rate, as those structures are produced using U.S. melted and poured steel. Management has interpreted the requirements of the proclamation based on its current understanding and available guidance. Regulatory interpretations may evolve, and authorities could reach conclusions that differ from management’s interpretation. If such differing interpretations were to occur, the Company may be required to modify its practices, which could result in increased costs or changes to reported results.

LIQUIDITY AND CAPITAL RESOURCES

Capital Allocation Philosophy

Our capital allocation priorities are intended to present a balanced approach to maintaining disciplined investments in organic and inorganic growth opportunities while delivering meaningful capital returns to shareholders over the next three to five years. These priorities are expected to be supported by our projected cash flow generation. We plan to allocate approximately 50% of operating cash flow to high-return growth opportunities, focused on:

●

capital expenditures for strategic capacity expansion, primarily in the Infrastructure segment, to maintain and increase manufacturing output and efficiency while driving innovation to better serve customers, and

●

acquisitions that strategically augment our competitive position, with a focus on sustainable growth and premium returns on invested capital.

We plan to allocate the remaining approximately 50% of operating cash flow to shareholder returns through the form of share repurchases and dividends.

In February 2025, the Board of Directors increased the authorized capacity under our share repurchase program by $700.0 million, bringing the total authorization to $2.1 billion, with no stated expiration date. We are not obligated to make repurchases and may discontinue the program at any time. 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 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. To support these ratings, we aim to manage our debt-to-invested capital ratio within levels that reinforce our investment-grade status.

Supplier Finance Program

We have established a supplier finance program with a financial institution, allowing qualifying suppliers the option to sell their receivables from us to the financial institution under independently negotiated terms. Participation in the program is entirely voluntary for suppliers and does not affect our payment terms, amounts, timing, or liquidity. We have no economic interest in a supplier’s decision to participate. 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.

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Sources of Financing

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

Senior Unsecured Notes

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.

●

$305.0 million face value ($295.7 million carrying value) notes at an interest rate of 5.25% per annum, maturing in October 2054.

We retain the option to repurchase these notes by paying a make-whole premium. Both tranches are guaranteed by certain subsidiaries.

Revolving Credit Facility

Our revolving credit facility, managed by JPMorgan Chase Bank, N.A., as Administrative Agent, has a maturity date of July 10, 2030. The facility provides up to $800.0 million in unsecured revolving credit, with $400.0 million available for borrowings in foreign currencies. An additional $400.0 million may be added to the facility, subject to lender commitments.

Authorized borrowers include the Company and its wholly owned subsidiaries, Valmont Industries Holland B.V. and Valmont Group Pty. Ltd. Obligations under this facility are guaranteed by the Company and its wholly owned subsidiaries, Valmont Telecommunications, Inc., Valmont Coatings, Inc., Valmont Newmark, Inc., and Valmont Queensland Pty. Ltd.

The interest rate on our borrowings will be, at our option, either:

(a)

term Secured Overnight Financing Rate (“SOFR”), based on a one-, three-, or six-month period, and a spread of 100 to 162.5 basis points, depending on our senior unsecured long-term debt credit rating by S&P Global Ratings and Moody’s Ratings;

(b)

the higher of

●

the prime lending rate,

●

the overnight bank rate plus 50 basis points, or

●

term SOFR (based on a one-month period) plus 100 basis points,

plus, in each case, 0 to 62.5 basis points, depending on our credit rating; or

(c)

daily simple SOFR and a spread of 100 to 162.5 basis points, depending on our credit rating.

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 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 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

Both our senior unsecured notes and revolving credit facility contain cross-default provisions, which allow for the acceleration of debt if we default on other indebtedness that also permits acceleration.

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The revolving credit facility requires us to maintain a financial leverage ratio of 3.50 or lower, measured as of the last day of each fiscal quarter. A temporary increase to 3.75 is permitted for the four fiscal quarters following a material acquisition. The leverage ratio 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) earnings before interest, taxes, depreciation, and amortization, adjusted for non-cash stock-based compensation and non-recurring non-cash charges or gains, subject to certain limitations (“Adjusted EBITDA”). Additionally, 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.

Additional covenants restrict activities such as incurring indebtedness, placing liens, engaging in mergers, making investments, selling assets, paying dividends, conducting affiliate transactions, and making debt prepayments. Customary events of default may trigger the acceleration of obligations, subject to grace periods where applicable.

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.

Cash Uses

Our primary cash needs include working capital, capital expenditures, debt service, taxes, and pension contributions. We may also pursue strategic investments, acquisitions, stock repurchases, or dividends, subject to market conditions and debt agreement restrictions.

Our business operates in cyclical markets, but our diverse portfolio—spanning various products, customers, and regions—has enabled us to navigate these cycles effectively while maintaining liquidity. Historically, we have consistently generated operating cash flows that exceed our capital expenditures, demonstrating our ability to manage cash effectively through economic cycles. 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 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 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.

Cash Flows

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


		Twenty-six weeks ended
		June 27,			June 28,
Dollars in thousands		2026			2025
Net cash flows from operating activities		$	251,583		$	232,739
Net cash flows from investing activities			(76,556)			(64,319)
Net cash flows from financing activities			(223,716)			(131,223)

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.

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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

This information is provided in compliance with Rule 3-10 and Rule 13-01 of Regulation S-X, relating to our two tranches of senior unsecured notes. These senior notes are jointly, severally, fully, and unconditionally guaranteed—subject to certain customary release provisions, including the sale of the subsidiary guarantor or of all or substantially all of its assets—by certain of our current and future direct and indirect domestic and foreign subsidiaries (collectively, the “Guarantors”). The Parent serves as the Issuer of the notes and consolidates all Guarantors.

The financial information for the Issuer and Guarantors is presented on a combined basis, with intercompany balances and transactions between the Issuer and the Guarantors eliminated. Any amounts due to or from the Issuer or Guarantors, as well as transactions with non-guarantor subsidiaries, are disclosed separately.

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


		Thirteen weeks ended				Twenty-six weeks ended
		June 27,		June 28,		June 27,		June 28,
Dollars in thousands		2026		2025		2026		2025
Net sales		$	825,299	$	725,881	$	1,603,795	$	1,402,572
Gross profit			247,331		220,733		475,739		419,878
Operating income			128,643		70,364		253,776		163,359
Net earnings attributable to Valmont Industries, Inc.			87,907		45,600		169,262		105,586

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


		June 27,			December 27,
Dollars in thousands		2026			2025
Current assets		$	988,910		$	901,456
Non-current assets			850,759			851,743
Current liabilities			422,077			415,155
Non-current liabilities			1,283,245			1,241,800

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. 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.

Our revolving credit facility requires us to maintain a leverage ratio of 3.50 or lower (or 3.75 or lower following certain material acquisitions) on a rolling four-fiscal-quarter basis, measured as of the last day of each fiscal quarter. Failure to comply with this financial covenant may result in higher financing costs or early debt repayment obligations.

The leverage ratio and Adjusted EBITDA are non-generally accepted accounting principles (“GAAP”) measures. 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

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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 June 27, 2026 was as follows:


		Four fiscal quarters ended
		June 27,
Dollars in thousands		2026
Net cash flows from operating activities		$	475,328
Interest expense			38,725
Income tax expense			49,889
Impairment of long-lived assets			(9,340)
Deferred income taxes			(4,631)
Redeemable noncontrolling interests			(3,579)
Net periodic pension cost			(2,677)
Contribution to defined benefit pension plan			2,553
Changes in assets and liabilities			149,847
Other, net			1,392
Impairment of long-lived assets			9,340
Realignment activities			6,272
Pro forma acquisition adjustment			4,709
Adjusted EBITDA		$	717,828


	Four fiscal quarters ended
	June 27,
Dollars in thousands	2026
Net earnings attributable to Valmont Industries, Inc.	$	494,983
Interest expense		38,725
Income tax expense		49,889
Depreciation and amortization		91,560
Stock-based compensation		22,350
Impairment of long-lived assets		9,340
Realignment activities		6,272
Pro forma acquisition adjustment		4,709
Adjusted EBITDA	$	717,828

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


		June 27,
Dollars in thousands		2026
Interest-bearing debt, excluding origination fees and discounts of $24,522		$	755,207
Less: Cash and cash equivalents in excess of $50,000			89,051
Net indebtedness		$	666,156
Adjusted EBITDA			717,828
Leverage ratio			0.93

FINANCIAL OBLIGATIONS AND COMMITMENTS

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.

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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

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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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company, under the supervision and with the participation of management—including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”)—conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended.

Based on this evaluation, the CEO and CFO concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective in providing reasonable assurance that the information required to be disclosed by the Company in its reports under the Securities Exchange Act of 1934 is (1) accumulated and communicated to management, including the CEO and CFO, to enable timely decisions regarding required disclosures and (2) recorded, processed, summarized, and reported within the periods specified by the Commission’s rules and forms.

Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to affect materially, the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For additional information on the Company’s legal proceedings, refer to Part I, Item 3 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025, and Note 14 to the Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

There were no material changes in the Company’s risk factors during the twenty-six weeks ended June 27, 2026. For additional information on the Company’s risk factors, refer to Part I, Item 1A of the Company’s Annual Report on Form 10‑K for the fiscal year ended December 27, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Equity Securities by the Issuer and Affiliated Purchasers


							Total number of		Approximate dollar
							shares purchased		value of shares that
		Total number		Average			as part of publicly		may yet be purchased
		of shares		price paid			announced plans		under the plans
Period		purchased		per share			or programs		or programs (1)
March 29, 2026 to April 25, 2026		—		$	—		—		$	510,551,000
April 26, 2026 to May 30, 2026		118,719			505.30		118,719			450,560,000
May 31, 2026 to June 27, 2026		—			—		—			450,560,000
Total		118,719		$	505.30		118,719		$	450,560,000

(1)

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Adoption of Executive Officer Severance Plan

On July 27, 2026, the Board of Directors, upon the recommendation of the Human Resources Committee (the “Committee”), adopted the Valmont Executive Severance Plan (the “Plan”). The Plan became effective on that date and covers full-time executives designated by the Committee. The Committee currently designates as participants the CEO and the CEO’s direct reports who are executive officers. Upon an involuntary termination without cause (as defined in the Plan), a covered executive is entitled to receive a target annual cash incentive, prorated through the date of termination, to the extent applicable performance criteria are satisfied. In addition, as severance pay, the CEO would receive severance equal to two times base salary and annual target cash incentive, and other covered executives would receive severance equal to one times base salary and annual target cash incentive. Upon an involuntary termination without cause, or a termination for good reason (as defined in the Plan), within two years following a change in control (as defined in the Plan), the CEO would receive severance equal to three times base salary and annual target cash incentive, and other covered executives would receive severance equal to two times base salary and annual target cash incentive. Severance benefits are subject to the covered executive’s execution of a customary release agreement and compliance with confidentiality and other covenants as provided

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in the Plan. The foregoing summary is qualified in its entirety by reference to the Plan, which is filed herewith as Exhibit 10.2.

ITEM 6. EXHIBITS

Exhibit No.		Description
10.1		Separation and Release Agreement between Thomas Liguori and Valmont Industries, Inc. dated May 26, 2026. This document was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file number 001-31429) dated May 26, 2026 and is incorporated by reference.
10.2*		Valmont Industries, Inc. Executive Officer Severance Plan.
22.1		List of Issuer and Guarantor Subsidiaries. This document was filed as Exhibit 22.1 to the Company’s Quarterly Report on Form 10-Q (Commission file number 001-31429) for the fiscal quarter ended September 25, 2021 and is incorporated herein by reference.
31.1*		Section 302 Certification of the Chief Executive Officer.
31.2*		Section 302 Certification of the Chief Financial Officer.
32.1*		Section 906 Certifications.
101		The following financial information from Valmont’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interests, (vi) Notes to Condensed Consolidated Financial Statements and (vii) document and entity information.
104		Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf and by the undersigned thereunto duly authorized.