VALMONT INDUSTRIES INC

Previous wording

On a consolidated basis, net sales increased in the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024. The increase was primarily driven by higher net sales in the Infrastructure segment, partially offset by lower net sales in the Agriculture segment.

Current wording

Consolidated net sales increased by $59.9 million or 6.2% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025. The increase was primarily driven by higher net sales in the Infrastructure segment, particularly within the North America Utility product line, partially offset by lower net sales in the Agriculture segment.

Previous wording

Consolidated gross profit increased in the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024. The third quarter improvement was largely attributable to higher sales volumes in the Infrastructure segment, particularly within the Utility and Telecommunications product lines, as well as higher average selling prices in the Agriculture segment. For the first three quarters of fiscal 2025, lower sales in North America within the Agriculture segment more than offset gains in international markets. Improved volumes and pricing in the Infrastructure segment also contributed to the overall increase in consolidated gross profit.

Current wording

Consolidated gross profit increased by $25.8 million or 8.9% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025. The increase was largely attributable to favorable pricing and higher sales volumes in the Infrastructure segment, particularly within the North America Utility product line, as well as higher average selling prices in North America in the Agriculture segment. These improvements were partially offset by lower sales volumes in the Agriculture segment, largely in the Middle East and Brazil.

Previous wording

Consolidated selling, general, and administrative (“SG&A”) expenses was similar in the third quarter and slightly higher for the first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024. The changes were primarily driven by higher credit loss expense, partially offset by lower compensation and incentive costs.

Current wording

Consolidated selling, general, and administrative (“SG&A”) expenses decreased by $1.5 million or 0.9% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025, driven mainly by lower compensation costs from reduced employee headcount, partially offset by increased incentive compensation resulting from improved performance in the North America Utility product line.

Previous wording

Consolidated operating income increased in the third quarter of fiscal 2025 and decreased in the first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024. The third quarter increase was primarily due to improved pricing and higher volumes in the Infrastructure segment, partially offset by lower volumes in the Agriculture segment. The first three quarters decline was primarily attributable to the impairment of certain long-lived assets totaling $91.3 million, realignment charges of $8.9 million, and increased SG&A expenses.

Current wording

Consolidated operating income increased by $27.3 million or 21.3% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025. The increase was primarily due to improved pricing and higher sales volumes in the Infrastructure segment, partially offset by lower sales volumes in the Agriculture segment.

Previous wording

Our effective income tax rate in the third quarter and first three quarters of fiscal 2025 was 23.1% and 31.1%, respectively, as compared to 26.5% and 25.0% in the same periods of fiscal 2024. The decrease in the effective tax rate for the third quarter of fiscal 2025 was primarily due to a more favorable geographic mix of earnings. The increase in the effective tax rate for the first three quarters of fiscal 2025 was mainly attributable to goodwill impairment charges recorded during the period, for which no corresponding tax benefits were recognized.

Current wording

Our effective income tax rate in the first quarter of fiscal 2026 was 25.6%, as compared to 26.1% in the same period of fiscal 2025. The decrease in the effective tax rate was primarily attributable to a more favorable geographic mix of earnings.

Previous wording

Infrastructure segment sales increased in the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024. This growth was primarily driven by higher sales volumes in the Utility and Telecommunications product lines, which more than offset declines in the Lighting and Transportation (“L&T”) and Solar product lines. Foreign currency translation negatively impacted the first three quarters of fiscal 2025 results by approximately $4.5 million.

Current wording

Infrastructure segment sales increased by $99.7 million or 14.1% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025. The increase was driven by favorable pricing and higher sales volumes in the North America Utility product line, as well as increased volumes in the North America Coatings product line. These increases more than offset declines in the North America Lighting and Transportation (“L&T”) and North America Telecommunications product lines. Foreign currency translation favorably impacted the first quarter of fiscal 2026 results by approximately $12.0 million.

Previous wording

In North America, Agriculture segment sales declined in both the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024. These decreases were primarily due to lower irrigation equipment sales volumes, reflecting continued softness in the agriculture market. Contributing factors included lower grain prices, uncertainty surrounding trade policy, and the timing of government funding. In addition, average selling prices for irrigation equipment were similar for the quarter but declined slightly year-to-date, primarily due to a shift in product mix and increased competitive bidding activity in certain regions.

Current wording

In North America, Agriculture segment sales increased by $2.1 million or 1.5% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025. The increase was primarily attributable to higher average selling prices, partially offset by lower irrigation equipment sales volumes, reflecting continued softness in the agriculture market. This softness was driven by lower grain prices, uncertainty surrounding trade policy, and the timing of government funding.

Previous wording

In international markets, Agriculture segment sales decreased in the third quarter of fiscal 2025 and increased in the first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024. The third quarter decline was primarily driven by the timing of project sales in the Middle East and lower volumes in South America. The first three quarters increase was driven by stronger project volumes in the Europe, Middle East, and Africa (“EMEA”) region and higher volumes in Brazil. These gains were partially offset by unfavorable foreign currency translation impacts of approximately $10.0 million in the first three quarters of fiscal 2025.

Current wording

In international markets, Agriculture segment sales decreased by $42.4 million or 32.7% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025. The decline was primarily driven by operational disruptions related to the Middle East conflict, as well as lower sales volumes in Brazil. These impacts were partially offset by favorable foreign currency translation of approximately $5.1 million during the first quarter of fiscal 2026.

Previous wording

Our Agriculture business remains cyclical and is influenced by factors such as net farm income, commodity prices, weather volatility, geopolitical events, and farmer sentiment regarding future economic conditions. We actively monitor these variables, including U.S. net farm income estimates published by the U.S. Department of Agriculture. In Brazil, we track fluctuations in grain prices and projected farm input costs to assess grower sentiment. Looking ahead, Irrigation Equipment and Parts sales in North America are expected to remain muted for the remainder of fiscal 2025. However, we remain focused on navigating evolving market conditions and positioning the Agriculture business for long-term growth across both domestic and international markets.

Current wording

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. Looking ahead, we remain focused on managing through evolving market conditions and positioning the Agriculture business for long-term growth across both domestic and international markets.

Previous wording

Corporate SG&A expenses decreased in the third quarter and first three quarters of fiscal 2025, as compared to the same periods of fiscal 2024, primarily due to lower compensation and incentive costs, partially offset by higher professional services fees. In addition, the first three quarters of fiscal 2025 included realignment charges totaling $4.6 million.

Current wording

Corporate SG&A expenses decreased by $4.2 million or 16.8% in the first quarter of fiscal 2026, as compared to the same period of fiscal 2025, primarily due to lower compensation and technology costs, partially offset by higher incentive costs.

Previous wording

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 fourth quarter of fiscal 2024, we divested George Industries, a coating and anodizing company in California previously included in the Infrastructure segment, and our extractive business, which included the manufacturing and distribution of screening products for the mining and quarrying sectors in Australia and New Zealand, previously included in the Infrastructure segment.

Current wording

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.

Previous wording

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 United States (“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.

Current wording

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.

Previous wording

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 September 27, 2025, we had approximately $640.2 million of remaining capacity under the share repurchase program. Since the program’s inception in May 2014, we have repurchased approximately 8.7 million shares for a total of $1.5 billion.

Current wording

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 March 28, 2026, we had approximately $510.6 million of remaining capacity under the share repurchase program. Since the program’s inception in May 2014, we have repurchased approximately 9.0 million shares for a total of $1.6 billion.

Previous wording

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.

Current wording

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

Previous wording

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 September 27, 2025 and December 28, 2024, our accounts payable in the Condensed Consolidated Balance Sheets included $60.8 million and $45.6 million, respectively, related to the obligations under this program.

Current wording

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 March 28, 2026 and December 27, 2025, our accounts payable in the Condensed Consolidated Balance Sheets included $56.4 million and $56.3 million, respectively, related to the obligations under this program.

Previous wording

As of September 27, 2025 and December 28, 2024, we had no outstanding borrowings under this facility. The facility includes a financial covenant that may limit additional borrowing. As of September 27, 2025, 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 $30.0 million, all of which were unused as of September 27, 2025.

Current wording

As of March 28, 2026 and December 27, 2025, we had outstanding borrowings of $60.0 million and $65.0 million, respectively, under this facility. The facility includes a financial covenant that may limit additional borrowing. As of March 28, 2026, we could borrow $739.8 million under the facility, after accounting for $0.2 million in standby letters of credit related to certain insurance obligations. Additionally, we maintain short‑term bank lines of credit totaling $9.8 million, all of which were unused as of March 28, 2026.

Previous wording

As of September 27, 2025, we held $226.1 million in cash, including $180.2 million in non-U.S. subsidiaries. Distributions of this foreign cash would incur tax liabilities. As of September 27, 2025, we had liabilities of $1.5 million for foreign withholding taxes and $0.5 million for U.S. state income taxes.

Current wording

As of March 28, 2026, we held $160.2 million in cash, including $132.3 million in non-U.S. subsidiaries. Distributions of this foreign cash would incur tax liabilities. As of March 28, 2026, we had liabilities of $2.5 million for foreign withholding taxes and $0.2 million for U.S. state income taxes.

Previous wording

The table below summarizes our cash flow information for the thirty-nine weeks ended September 27, 2025 and September 28, 2024:

Current wording

The table below summarizes our cash flow information for the thirteen weeks ended March 28, 2026 and March 29, 2025:

Previous wording

Operating Cash Flows and Working Capital– Cash provided by operating activities totaled $345.2 million in the first three quarters of fiscal 2025, as compared to $379.3 million in the same period of fiscal 2024. The change in operating cash flows reflects unfavorable changes in working capital, including decreased customer receipts due to large down payments received in the third quarter of fiscal 2024. This was partially offset by decreases in tax and interest payments, as well as a reduction in required pension contributions. Cash flows for the first three quarters of fiscal 2025 and the first three quarters of fiscal 2024 were also impacted by severance payments totaling $5.5 million and $11.8 million, respectively, related to organizational realignment programs.

Current wording

Operating Cash Flows and Working Capital– Cash provided by operating activities totaled $103.5 million in the first quarter of fiscal 2026, as compared to $65.1 million in the same period of fiscal 2025. The change in operating cash

Previous wording

Investing Cash Flows– Cash used in investing activities totaled $104.3 million in the first three quarters of fiscal 2025, as compared to $55.1 million in the same period of fiscal 2024. Investing activities in the first three quarters of fiscal 2025 primarily included capital spending of $104.2 million. Investing activities in the first three quarters of fiscal 2024 primarily included capital spending of $53.8 million.

Current wording

Investing Cash Flows– Cash used in investing activities totaled $43.3 million in the first quarter of fiscal 2026, as compared to $30.2 million in the same period of fiscal 2025. Investing activities in the first quarter of fiscal 2026 primarily included capital spending of $34.6 million and the acquisition of RMDS Innovations, Inc., net of cash acquired, of $11.2 million. Investing activities in the first quarter of fiscal 2025 primarily included capital spending of $30.3 million.

Previous wording

Financing Cash Flows– Cash used in financing activities totaled $186.2 million in the first three quarters of fiscal 2025, as compared to $325.9 million in the same period of fiscal 2024. Our total interest-bearing debt was $755.7 million as of September 27, 2025 and $757.9 million as of December 28, 2024. Financing activities in the first three quarters 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 $135.0 million, dividends paid of $39.1 million, the purchase of treasury shares of $125.8 million, the purchase of a redeemable noncontrolling interest of $14.6 million following the exercise of put options by the minority shareholders, and the net activity from stock option and incentive plans,

Current wording

Financing Cash Flows– Cash used in financing activities totaled $87.2 million in the first quarter of fiscal 2026, as compared to $17.0 million in the same period of fiscal 2025. Our total interest-bearing debt was $815.0 million as of March 28, 2026 and $829.5 million as of December 27, 2025. Financing activities in the first quarter of fiscal 2026 primarily consisted of borrowings on the revolving credit facility of $50.0 million offset by payments of $55.6 million, dividends paid of $13.3 million, stock repurchases of $57.6 million, the purchase of a redeemable noncontrolling interest of $8.9 million, and the net activity from stock option and incentive plans, including the associated withholding payments, of $1.9 million. Financing activities in the first quarter of fiscal 2025 primarily consisted of borrowings on the revolving credit facility and short-term notes of $62.8 million, offset by principal payments on our long-term debt and short-term borrowings of $64.6 million, dividends paid of $12.0 million, and the net activity from stock option and incentive plans, including the associated withholding payments, of $3.5 million.

Previous wording

The combined financial information for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024 was as follows:

Current wording

The combined financial information for the thirteen weeks ended March 28, 2026 and March 29, 2025 was as follows:

Previous wording

As of September 27, 2025 and December 28, 2024, non-current assets included a receivable from non-guarantor subsidiaries of $92,038 and $90,938, respectively. As of September 27, 2025 and December 28, 2024, non-current liabilities included a payable to non-guarantor subsidiaries of $299,469 and $243,465, respectively.

Current wording

As of March 28, 2026 and December 27, 2025, non-current assets included a receivable from non-guarantor subsidiaries of $77,603 and $83,641, respectively. As of March 28, 2026 and December 27, 2025, non-current liabilities included a payable to non-guarantor subsidiaries of $368,414 and $325,225, respectively.

Previous wording

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.

Current wording

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)

Previous wording

There were no material changes in the Company’s financial obligations and commitments during the thirty-nine weeks ended September 27, 2025. 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 28, 2024.

Current wording

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