VALMONT INDUSTRIES INC

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(2)

The remaining awards for these named executive officers reported in this column are restricted stock units which vest in equal installments over three years following date of grant and on vesting will be settled in an equal number of shares of common stock. Dividends are paid upon vesting of restricted shares.

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(3)

Based on the number of shares or units at the closing market price at the end of the 2023 fiscal year ($233.51 per share).

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(4)

Numbers shown are as of the Company’s fiscal year-end for 2023 and are based on the target number of performance shares which can be earned under the long-term incentive plans for the three-year periods ending in 2023, 2024 and 2025. See Compensation Discussion and Analysis for a description of the provisions of the long-term incentive plans.

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(5)

Based on the target number of performance shares at the closing market price at the end of the 2023 fiscal year ($223.51 per share).

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(6)

The following equity awards to Mr. Kaniewski did not vest by December 30, 2023 and were forfeited: (i) 4,102 restricted stock units, (ii) 15,093 options, (iii) 2,899 performance shares under the three-year plan ending 2024 and (iv) 5,355 performance shares under the three-year plan ending 2025.

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