Form 8-K

8-K — VALMONT INDUSTRIES INC

Accession: 0001104659-26-085223

Filed: 2026-07-21

Period: 2026-07-21

CIK: 0000102729

SIC: 3440 (FABRICATED STRUCTURAL METAL PRODUCTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — vmi-20260721x8k.htm (Primary)

EX-99.1 (vmi-20260721xex99d1.htm)

GRAPHIC (vmi-20260721xex99d1001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: vmi-20260721x8k.htm · Sequence: 1

Valmont Industries, Inc._July 21, 2026

0000102729false00001027292026-07-212026-07-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

July 21, 2026

Date of Report (Date of earliest event reported)

Valmont Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-31429

47-0351813

(Commission File Number)

(IRS Employer Identification No.)

15000 Valmont Plaza

68154

Omaha, Nebraska

(Address of principal executive offices)

(Zip Code)

(402) 963-1000

Registrant's telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

☐

Item 2.02. Results of Operations and Financial Condition.

Valmont Industries, Inc. issued a press release on July 21, 2026 announcing its financial results for its fiscal quarter ended June 27, 2026. The press release is furnished with this Form 8-K as Exhibit 99.1.

The information in Item 2.02 is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in Item 2.02 shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Earnings Press Release dated July 21, 2026

104

Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document)

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 by the undersigned hereunto duly authorized.

VALMONT INDUSTRIES, INC.

By:

/s/ JOHN SCHWIETZ

Name:

John Schwietz

Title:

Executive Vice President and Chief Financial Officer

Date: July 21, 2026

EX-99.1

Filename: vmi-20260721xex99d1.htm · Sequence: 2

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:

Renee Campbell

Email:

renee.campbell@valmont.com

Date:

July 21, 2026

Valmont Reports Second Quarter 2026 Results

and Raises Full-Year 2026 Guidance

OMAHA, Neb.-- Valmont® Industries, Inc. (NYSE: VMI), a global leader that provides products and solutions to support vital infrastructure and advance agricultural productivity, today reported financial results for the second quarter ended June 27, 2026.

President and Chief Executive Officer Avner M. Applbaum commented, “Valmont delivered solid second quarter results, demonstrating the execution of our strategy and the strength of our market-leading businesses. In North America Utility and Coatings, commercial excellence, pricing discipline, and ongoing investments in capacity and operations drove another quarter of strong performance. Building on this momentum, we will continue strengthening our operations while leveraging our competitive advantages to capture the significant opportunities ahead. In Agriculture, we continue to navigate challenging market conditions through pricing discipline, operational execution, and cost management while investing in aftermarket solutions and technologies that improve grower productivity and reinforce our competitive advantage. These investments position the business to accelerate growth as market conditions improve.

“During the quarter, we hosted our Investor Day and outlined a clear roadmap for profitable growth, margin expansion, disciplined resource allocation, and higher returns on invested capital. The progress we’ve made this quarter reinforces our confidence in that path and our ability to deliver sustainable long-term value for our shareholders.”

Second Quarter 2026 Highlights (all metrics compared to Second Quarter 2025 unless otherwise noted)

● Net sales increased 6.5% to $1.12 billion, compared to $1.05 billion

● Operating income increased to $166.1 million or 14.8% of net sales, compared to $29.3 million or 2.8% of net sales ($141.4 million or 13.5% adjusted1)

● Diluted earnings (loss) per share increased to $6.14, compared to ($1.53) or $4.88 adjusted1

● Generated operating cash flow of $148.1 million; cash and cash equivalents were $139.1 million and net leverage ratio1 was ~1.0x

● Returned $74.9 million to shareholders through $60.0 million in share repurchases and $14.9 million in dividends

● Invested $35.9 million in capital expenditures to primarily support capacity investments for the North America Utility product line

1Please see Reg G reconciliation to GAAP measures at end of document

Key Financial Metrics

Second Quarter 2026

GAAP

Adjusted1

(In thousands, except per-share amounts)

6/27/2026

6/28/2025

6/27/2026

6/28/2025

Q2 2026

Q2 2025

vs. Q2 2025

Q2 2026

Q2 2025

vs. Q2 2025

Net Sales

1,118,689

1,050,548

6.5%

1,118,689

1,050,548

6.5%

Gross Profit

340,817

321,167

6.1%

340,817

322,761

5.6%

Gross Profit as a % of Net Sales

30.5%

30.6%

30.5%

30.7%

Operating Income

166,111

29,276

467.4%

166,111

141,356

17.5%

Operating Income as a % of Net Sales

14.8%

2.8%

14.8%

13.5%

Net Earnings (Loss) Attributable to VMI2

119,918

(30,263)

119,918

97,198

23.4%

Diluted Earnings (Loss) per Share

6.14

(1.53)

6.14

4.88

25.8%

Weighted Average Shares Outstanding

19,520

19,809

19,520

19,930

Year-to-Date 2026

GAAP

Adjusted1

(In thousands, except per-share amounts)

6/27/2026

6/28/2025

6/27/2026

6/28/2025

FY 2026

FY 2025

vs. FY 2025

FY 2026

FY 2025

vs. FY 2025

Net Sales

2,147,886

2,019,862

6.3%

2,147,886

2,019,862

6.3%

Gross Profit

657,695

612,269

7.4%

657,695

613,863

7.1%

Gross Profit as a % of Net Sales

30.6%

30.3%

30.6%

30.4%

Operating Income

321,737

157,590

104.2%

321,737

269,670

19.3%

Operating Income as a % of Net Sales

15.0%

7.8%

15.0%

13.4%

Net Earnings Attributable to VMI2

227,951

56,998

299.9%

227,951

184,459

23.6%

Diluted Earnings per Share

11.65

2.84

310.2%

11.65

9.19

26.8%

Weighted Average Shares Outstanding

19,571

20,063

19,571

20,063

2Fiscal 2025 net earnings (loss) attributable to Valmont Industries, Inc. including a change in redemption value of redeemable noncontrolling interests of $26,243

Second Quarter 2026 Segment Review (all metrics compared to Second Quarter 2025 unless otherwise noted)

Infrastructure (78.4% of Net Sales)

Products and solutions to serve the infrastructure markets of utility, lighting, transportation, and telecommunications, along with coatings services to protect metal products

Sales increased 14.8% to $878.9 million, compared to $765.5 million.

Infrastructure end markets remained strong, supporting sales growth of 33.9% in North America Utility and 16.6% in North America Coatings, driven by favorable pricing and higher volumes. International sales increased primarily due to favorable foreign currency impacts. These increases were partially offset by lower volumes in North America Telecommunications due to moderating carrier spend.

Operating income increased to $154.4 million or 17.6% of net sales, compared to $25.9 million or 3.4% of net sales ($124.6 million or 16.3% adjusted1). The improvement compared to prior-year GAAP results primarily reflects the absence of impairment and realignment charges recorded in the prior year. Excluding those items, the increase compared to adjusted1 operating income was primarily driven by favorable pricing and higher volumes, partially offset by increased input costs, primarily materials.

Agriculture (21.6% of Net Sales)

Center pivot and linear irrigation equipment components for agricultural markets, including aftermarket parts and tubular products, and advanced technology solutions for precision agriculture

Sales decreased 15.8% to $243.7 million, compared to $289.4 million.

In North America, irrigation sales decreased 2.3% due to lower volumes amid continued agriculture market softness, partially offset by favorable pricing. International sales decreased 28.9% driven primarily by disruptions associated with the ongoing Middle East conflict.

Operating income increased to $39.9 million or 16.5% of net sales, compared to $36.1 million or 12.5% of net sales ($44.8 million or 15.6% adjusted1). Compared to prior-year adjusted1 operating income, the results were impacted by lower volumes, partially offset by favorable pricing and reduced costs.

1Please see Reg G reconciliation to GAAP measures at end of document

Full-Year 2026 Financial Outlook and Key Assumptions

The Company is raising its full-year 2026 net sales and diluted EPS outlook and updating its key assumptions.

Metric

Previous Outlook

Updated Outlook

Net Sales

$4.2 to $4.4 billion

$4.3 to $4.45 billion

Infrastructure Net Sales

$3.3 to $3.45 billion

$3.4 to $3.5 billion

Agriculture Net Sales

$0.9 to $0.95 billion

No change

Diluted Earnings per Share

$21.50 to $23.50

$22.25 to $23.50

Capital Expenditures

$170 to $200 million

No change

Effective Tax Rate

~26.0%

No change

Key Assumptions

● Steel cost assumptions are aligned with futures markets as of July 17, 2026

● Foreign currency assumptions based on FX rates as of July 17, 2026

● This outlook includes the current tariffs as of July 17, 2026 and assumes no material change to the current trade or tariff environment

A live audio discussion with Avner M. Applbaum, President and Chief Executive Officer, and John Schwietz, Executive Vice President and Chief Financial Officer, will take place on Tuesday, July 21, 2026 at 8:00 a.m. CT. The discussion can be accessed by telephone at +1 877.407.6184 or +1 201.389.0877 (no Conference ID needed) or via webcast at the following link: Valmont Industries 2Q 2026 Earnings Conference Call. A slide presentation will be available for download on the Investors page of valmont.com during the webcast. A replay of the event will be accessible three hours after the call at the above link or by telephone at +1 877.660.6853 or +1 201.612.7415 using access code 13756345. The replay will be available until 10:59 p.m. CT on Tuesday, July 28, 2026.

About Valmont Industries, Inc.

For more than 80 years, Valmont has been a global leader that provides products and solutions to support vital infrastructure and advance agricultural productivity. We are committed to customer-focused innovation that delivers lasting value. Learn more about how we’re Conserving Resources. Improving Life.® at valmont.com.

Concerning Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on assumptions made by management, considering its experience in the industries where Valmont operates, perceptions of historical trends, current conditions, expected future developments, and other relevant factors. It is important to note that these statements are not guarantees of future performance or results. They involve risks, uncertainties (some of which are beyond Valmont’s control), and assumptions. Forward-looking statements may be accompanied by words such as “opportunities,” “estimate,” “outlook,” “clear path,” “target,” “expect,” “plan” and similar expressions. While management believes these forward-looking statements are based on reasonable assumptions as of the date made, numerous factors could cause actual results to differ materially from those anticipated. These factors include, among other things, risks described in Valmont’s reports to the Securities and Exchange Commission (“SEC”), the Company’s actual cash flows and net income, future economic and market circumstances, industry conditions, company performance and financial results, operational efficiencies, availability and price of raw materials, availability and market acceptance of new products, product pricing, domestic and international competitive environments, geopolitical risks, and actions and policy changes by domestic and foreign governments, including tariffs. The Company cautions that any forward-looking statements in this release are made as of its publication date and does not undertake to update these statements, except as required by law.

The Company may provide certain non-GAAP financial measures (adjusted diluted earnings per share and adjusted effective tax rate) on a forward-looking basis from time to time. These measures are typically calculated by excluding the impact of items such as foreign exchange, acquisitions, divestitures, realignment or restructuring expenses, goodwill or intangible asset impairment, changes in tax laws or rates, change in

1Please see Reg G reconciliation to GAAP measures at end of document

redemption value of redeemable noncontrolling interests, and other non-recurring items. To the extent the Company provides forward-looking non-GAAP financial measures, reconciliations to the most directly comparable GAAP financial measures are not provided, as the Company cannot do so without unreasonable effort due to the inherent uncertainty and difficulty in predicting the timing and financial impact of such items. For the same reasons, the Company cannot assess the likely significance of unavailable information, which could be material to future results.

Website and Social Media Disclosure

The Company uses its website and social media channels, as identified on its website, to distribute company information. Posts on these channels may contain material information. Therefore, investors should monitor these channels alongside the Company’s press releases, SEC filings, and public conference calls and webcasts. The contents of the Company’s website and social media channels are not considered part of this press release.

###

1Please see Reg G reconciliation to GAAP measures at end of document

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars and shares 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

Net sales

1,118,689

1,050,548

2,147,886

2,019,862

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 income (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

41,989

22,280

79,104

53,079

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

Weighted average shares outstanding - Basic

19,368

19,809

19,421

19,928

Earnings (loss) per share - Basic

6.19

(1.53)

11.74

2.86

Weighted average shares outstanding - Diluted

19,520

19,809

19,571

20,063

Earnings (loss) per share - Diluted

6.14

(1.53)

11.65

2.84

Cash dividends per share

0.77

0.68

1.54

1.36

1Fiscal 2025 basic and diluted earnings (loss) per share include a change in redemption value of redeemable noncontrolling interests of $26,243

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(Unaudited)

Thirteen weeks ended

Twenty-six weeks ended

June 27,

June 28,

June 27,

June 28,

2026

2025

2026

2025

Infrastructure

Net sales

876,718

763,092

1,679,898

1,466,583

Gross profit

264,641

227,883

508,831

440,758

as a percentage of net sales

30.2%

29.9%

30.3%

30.1%

Selling, general, and administrative expenses

110,265

111,187

211,432

206,850

as a percentage of net sales

12.6%

14.6%

12.6%

14.1%

Impairment of long-lived assets

—

89,356

—

89,356

Realignment charges

—

1,426

—

1,426

Operating income

154,376

25,914

297,399

143,126

as a percentage of net sales

17.6%

3.4%

17.7%

9.8%

Agriculture

Net sales

241,971

287,456

467,988

553,279

Gross profit

76,176

93,284

148,864

171,511

as a percentage of net sales

31.5%

32.5%

31.8%

31.0%

Selling, general, and administrative expenses

36,293

52,366

75,478

94,356

as a percentage of net sales

15.0%

18.2%

16.1%

17.1%

Impairment of long-lived assets

—

1,981

—

1,981

Realignment charges

—

2,886

—

2,886

Operating income

39,883

36,051

73,386

72,288

as a percentage of net sales

16.5%

12.5%

15.7%

13.1%

Corporate

Selling, general, and administrative expenses

28,148

28,117

49,048

53,252

Realignment charges

—

4,572

—

4,572

Operating loss

(28,148)

(32,689)

(49,048)

(57,824)

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(Unaudited)

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

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

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(Unaudited)

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

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

June 27,

December 27,

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

139,051

187,140

Receivables, net

648,703

590,127

Inventories

608,842

566,396

Contract assets

272,731

266,922

Prepaid expenses and other current assets

113,126

109,063

Total current assets

1,782,453

1,719,648

Property, plant, and equipment, net

693,183

673,863

Goodwill and other non-current assets

990,069

975,818

Total assets

3,465,705

3,369,329

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS' EQUITY

Current liabilities:

Current installments of long-term debt

513

Mandatorily redeemable financial instrument

—

8,922

Accounts payable

387,899

359,539

Accrued expenses

253,040

284,751

Contract liabilities

79,785

52,013

Income taxes payable

21,698

12,604

Dividends payable

14,864

13,278

Total current liabilities

757,346

731,620

Long-term debt, excluding current installments

730,625

795,150

Operating lease liabilities

141,056

130,007

Other non-current liabilities

101,089

70,267

Total liabilities

1,730,116

1,727,044

Redeemable noncontrolling interests

8,836

9,498

Shareholders' equity

1,726,753

1,632,787

Total liabilities, redeemable noncontrolling interests, and shareholders' equity

3,465,705

3,369,329

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

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

Changes in assets and liabilities

(63,694)

3,729

Other, net

31,745

12,012

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)

Acquisitions, net of cash acquired

(11,470)

—

Other, net

5,418

(2,013)

Net cash flows from investing activities

(76,556)

(64,319)

Cash flows from financing activities:

Net repayments on short-term borrowings

—

(1,652)

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)

Purchases of redeemable noncontrolling interests

(8,922)

—

Repurchases of common stock

(117,540)

(100,007)

Other, net

(3,680)

(3,539)

Net cash flows from financing activities

(223,716)

(131,223)

Effect of exchange rates 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

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

USE OF NON-GAAP FINANCIAL MEASURES

Management utilizes non-GAAP financial measures to assess the Company’s historical and prospective financial performance, evaluate operational profitability on a consistent basis, factor into executive compensation decisions, and enhance transparency for the investment community. These non-GAAP measures are intended to supplement, not replace, the Company’s reported financial results prepared in accordance with GAAP. It is important to note that other companies may calculate these measures differently, which can limit their usefulness for comparison across organizations.

The following non-GAAP measures may be included in financial releases and other financial communications:

● Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Earnings, Adjusted Diluted EPS, and Adjusted Effective Tax Rate: These metrics provide meaningful supplemental insights into the Company’s operating performance by excluding items that are not considered part of core operating results. This approach enhances comparability across reporting periods. Adjustments may include costs or benefits associated with acquisitions, divestitures, expenses related to realignment or restructuring programs, goodwill or intangible asset impairment, significant expenses or benefits from changes in tax laws or rates, cumulative effects of changes in accounting standards, refinancing-related expenses, a loss or a gain from a partial or full settlement of the U.K. defined benefit pension plan obligation, losses from natural disasters, change in redemption value of redeemable noncontrolling interests, and other non-recurring items.

● Adjusted EBITDA: This metric is a key component of a financial ratio included in the covenants of our major debt agreements. It is calculated as net earnings before interest, taxes, depreciation, amortization, stock-based compensation, and other adjustments as outlined in the applicable debt agreements. This metric offers investors and analysts valuable insights into the Company’s core operating performance. Adjusted EBITDA margin is also used to evaluate profitability.

● Leverage Ratio: This ratio is calculated by taking the sum of interest-bearing debt, minus unrestricted cash in excess of $50.0 million (but not exceeding $500.0 million), and dividing it by Adjusted EBITDA. This is a key financial ratio included in the covenants of our major debt agreements and is calculated on a rolling four-fiscal-quarter basis. 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.

● Free Cash Flow: Calculated as net cash provided by operating activities minus capital expenditures, free cash flow serves as an indicator of the Company’s financial strength. However, this measure does not fully reflect the Company’s ability to deploy cash freely, as it has obligations such as debt repayments and other fixed commitments.

● Backlog: This operating measure is used to evaluate future potential sales revenue. An order is included in the backlog upon receipt of a customer purchase order or the execution of a sales order contract. Backlog is particularly relevant to the Infrastructure segment due to the longer-term nature of its projects. However, backlog is not a term defined under U.S. GAAP and does not measure contract profitability. It should not be viewed as the sole indicator of future revenue, as many projects with short lead times book-and-bill within the same reporting period and are not included in the backlog.

● ROIC: Return on invested capital (“ROIC”) and adjusted ROIC are key operating ratios that enable investors to assess our operating performance relative to the investment needed to generate operating profit. ROIC is calculated as after-tax operating income divided by the average of beginning and ending invested capital. Adjusted ROIC is calculated as after-tax adjusted operating income divided by the average of beginning and ending invested capital. Invested capital represents total assets minus total liabilities (excluding interest-bearing debt and redeemable noncontrolling interests).

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OF EFFECT OF SIGNIFICANT NON-RECURRING ITEMS ON REPORTED RESULTS

REGULATION G RECONCILIATION

(Dollars in thousands)

(Unaudited)

Thirteen weeks ended June 28, 2025

Gross Profit Reconciliation

Infrastructure

Agriculture

Corporate

Consolidated

Gross profit - as reported

227,883

93,284

—

321,167

Realignment charges

910

—

910

Other non-recurring charges

—

684

—

684

Adjusted gross profit

228,793

93,968

—

322,761

Net sales - as reported

763,092

287,456

—

1,050,548

Gross profit as a % of net sales

29.9%

32.5%

30.6%

Adjusted gross profit as a % of net sales

30.0%

32.7%

30.7%

Twenty-six weeks ended June 28, 2025

Gross Profit Reconciliation

Infrastructure

Agriculture

Corporate

Consolidated

Gross profit - as reported

440,758

171,511

—

612,269

Realignment charges

910

—

910

Other non-recurring charges

—

684

—

684

Adjusted gross profit

441,668

172,195

—

613,863

Net sales - as reported

1,466,583

553,279

—

2,019,862

Gross profit as a % of net sales

30.1%

31.0%

30.3%

Adjusted gross profit as a % of net sales

30.1%

31.1%

30.4%

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OF EFFECT OF SIGNIFICANT NON-RECURRING ITEMS ON REPORTED RESULTS

REGULATION G RECONCILIATION

(Dollars in thousands)

(Unaudited)

Thirteen weeks ended June 28, 2025

Operating Income (Loss) Reconciliation

Infrastructure

Agriculture

Corporate

Consolidated

Operating income (loss) - as reported

25,914

36,051

(32,689)

29,276

Impairment of long-lived assets

89,356

1,981

—

91,337

Realignment charges

2,336

2,886

4,572

9,794

Other non-recurring charges

7,031

3,918

—

10,949

Adjusted operating income (loss)

124,637

44,836

(28,117)

141,356

Net sales - as reported

763,092

287,456

—

1,050,548

Operating income (loss) as a % of net sales

3.4%

12.5%

2.8%

Adjusted operating income (loss) as a % of net sales

16.3%

15.6%

13.5%

Twenty-six weeks ended June 28, 2025

Operating Income (Loss) Reconciliation

Infrastructure

Agriculture

Corporate

Consolidated

Operating income (loss) - as reported

143,126

72,288

(57,824)

157,590

Impairment of long-lived assets

89,356

1,981

—

91,337

Realignment charges

2,336

2,886

4,572

9,794

Other non-recurring charges

7,031

3,918

—

10,949

Adjusted operating income (loss)

241,849

81,073

(53,252)

269,670

Net sales - as reported

1,466,583

553,279

—

2,019,862

Operating income (loss) as a % of net sales

9.8%

13.1%

7.8%

Adjusted operating income (loss) as a % of net sales

16.5%

14.7%

13.4%

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OF EFFECT OF SIGNIFICANT NON-RECURRING ITEMS ON REPORTED RESULTS

REGULATION G RECONCILIATION

(Dollars in thousands)

(Unaudited)

Thirteen

Diluted

Twenty-six

weeks ended

earnings

weeks ended

Diluted

June 28,

(loss) per

June 28,

earnings per

2025

share1,2

2025

share1,2

Net earnings (loss) attributable to Valmont Industries,

Inc. including change in redemption value of

redeemable noncontrolling interests - as reported

(30,263)

(1.52)

56,998

2.84

Less: Change in redemption value of redeemable

noncontrolling interests

26,243

1.32

26,243

1.31

Net earnings (loss) attributable to Valmont Industries, Inc.

(4,020)

(0.20)

83,241

4.15

Impairment of long-lived assets4

91,337

4.58

91,337

4.55

Realignment charges5

9,794

0.49

9,794

0.49

Other non-recurring charges6

10,949

0.55

10,949

0.55

Total adjustments, pre-tax

112,080

5.62

112,080

5.59

Tax effect of adjustments3

(10,862)

(0.55)

(10,862)

(0.54)

Net earnings attributable to Valmont Industries, Inc. -

adjusted

97,198

4.88

184,459

9.19

Average shares outstanding - diluted

19,930

20,063

1In the second quarter of fiscal 2025, the Company reported a GAAP 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 their inclusion would have an anti-dilutive effect. The adjusted diluted earnings per share calculation includes the impact of outstanding stock awards.

2Diluted earnings (loss) per share includes rounding.

3The tax effect of adjustments is calculated based on the income tax rate in each applicable jurisdiction.

4The Company recorded non-cash impairment charges of $71.1 million for goodwill and certain intangible assets in the Solar and Access Systems businesses and recorded $20.2 million for other long-lived assets that will no longer be utilized.

5The Company took realignment actions resulting in pre-tax charges of $9.8 million, primarily severance-related.

6Other non-recurring charges consist of costs to fulfill contractually required payments for system licenses no longer needed and asset valuation adjustments for a joint venture ag solar business.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF ADJUSTED EBITDA

(Dollars in thousands)

(Unaudited)

Four fiscal quarters ended

June 27,

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

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

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF LEVERAGE RATIO

(Dollars in thousands)

(Unaudited)

June 27,

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

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

BACKLOG

(Dollars in millions)

(Unaudited)

June 27,

December 27,

2026

2025

Infrastructure

1,583.6

1,548.3

Agriculture

91.3

105.4

Total backlog

1,674.9

1,653.7

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