Form 8-K

8-K — VALMONT INDUSTRIES INC

Accession: 0001104659-26-117126

Filed: 2026-10-20

Period: 2026-10-20

CIK: 0000102729

SIC: 3440 (FABRICATED STRUCTURAL METAL PRODUCTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — vmi-20261020x8k.htm (Primary)

EX-99.1 (vmi-ex99d1.htm)

GRAPHIC (vmi-ex99d1001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: vmi-20261020x8k.htm · Sequence: 1

Valmont Industries, Inc._October 20, 2026

0000102729false00001027292026-10-202026-10-20

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

October 20, 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 October 20, 2026 announcing its financial results for its fiscal quarter ended September 26, 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 October 20, 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: October 20, 2026

EX-99.1

Filename: vmi-ex99d1.htm · Sequence: 2

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:

Renee Campbell

Email:

renee.campbell@valmont.com

Date:

October 20, 2026

Valmont Reports Third Quarter 2026 Results and Raises Full-Year 2026

Adjusted EPS 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 third quarter ended September 26, 2026.

President and Chief Executive Officer Avner M. Applbaum commented, “We delivered another quarter of sales and earnings growth. Higher sales in North America Utility and Coatings reinforce our confidence in the strength and durability of the infrastructure market. To support continued infrastructure demand, we are focused on increasing capacity and improving throughput, with a continued focus on reliable delivery and disciplined execution. In Agriculture, we delivered sales growth in North America despite broader market softness. Our focus remains on deepening strategic customer relationships and expanding our higher-value aftermarket and technology solutions, positioning the business for stronger growth as market conditions improve.

“Given our results, we are raising our adjusted earnings per share guidance range. As we finish 2026 and prepare for 2027, we are focused on turning our capacity investments into higher throughput and improved productivity across the Infrastructure segment. At the same time, we are taking pricing actions and applying contractual pass-throughs to recover higher steel and zinc costs. The pace of margin expansion depends in part on how quickly input costs stabilize. Strong customer demand in Utility and Coatings, together with our investments and operating improvements across Infrastructure and Agriculture support our confidence in the objectives presented at our 2026 Investor Day.”

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

● Net sales increased 5.5% to $1.10 billion, compared to $1.05 billion

● Operating income increased 22.2% to $172.8 million or 15.7% of net sales, compared to $141.5 million or 13.5% of net sales

● Diluted earnings per share increased 25.3% to $6.24, compared to $4.98

● Generated operating cash flow of $100.5 million; cash and cash equivalents were $122.0 million and net leverage ratio1 was ~0.9x

● Returned $97.2 million to shareholders through $82.3 million in share repurchases and $14.9 million in dividends

● Invested $45.6 million in capital expenditures to primarily support growth-related capacity expansion in the North America Utility product line

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

Key Financial Metrics

Third Quarter 2026

GAAP

Adjusted1

(In thousands, except per-share amounts)

9/26/2026

9/27/2025

9/26/2026

9/27/2025

Q3 2026

Q3 2025

vs. Q3 2025

Q3 2026

Q3 2025

vs. Q3 2025

Net Sales

1,103,801

1,045,980

5.5%

1,103,801

1,045,980

5.5%

Gross Profit

331,384

318,246

4.1%

331,384

318,246

4.1%

Gross Profit as a % of Net Sales

30.0%

30.4%

30.0%

30.4%

Operating Income

172,834

141,456

22.2%

172,834

141,456

22.2%

Operating Income as a % of Net Sales

15.7%

13.5%

15.7%

13.5%

Net Earnings Attributable to VMI

121,053

99,031

22.2%

121,053

99,031

22.2%

Diluted Earnings per Share

6.24

4.98

25.3%

6.24

4.98

25.3%

Weighted Average Shares Outstanding

19,391

19,876

19,391

19,876

Year-to-Date 2026

GAAP

Adjusted1

(In thousands, except per-share amounts)

9/26/2026

9/27/2025

9/26/2026

9/27/2025

YTD 2026

YTD 2025

vs. YTD 2025

YTD 2026

YTD 2025

vs. YTD 2025

Net Sales

3,251,687

3,065,842

6.1%

3,251,687

3,065,842

6.1%

Gross Profit

989,079

930,515

6.3%

989,079

932,109

6.1%

Gross Profit as a % of Net Sales

30.4%

Operating Income

494,571

299,046

65.4%

494,571

411,126

20.3%

Operating Income as a % of Net Sales

15.2%

9.8%

15.2%

13.4%

Net Earnings Attributable to VMI2

349,004

156,029

123.7%

349,004

283,490

23.1%

Diluted Earnings per Share

17.88

7.80

129.2%

17.88

14.17

26.2%

Weighted Average Shares Outstanding

19,516

20,001

19,516

20,001

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

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

Infrastructure (79.7% 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 9.1% to $882.1 million, compared to $808.3 million.

North America Utility sales increased 23.0%, driven by higher pricing and volumes, supported by strong market demand. North America Coatings sales grew 13.8%, supported by broader infrastructure demand. International sales increased primarily due to pricing actions and favorable foreign currency impacts. These increases were partially offset by significantly lower volumes in North America Telecommunications, reflecting lower carrier spend as customers shifted capital allocation priorities.

Operating income increased to $154.8 million or 17.6% of net sales, compared to $143.4 million or 17.8% of net sales. Higher pricing and volumes in North America Utility and Coatings were partially offset by higher material costs, primarily steel and zinc, costs associated with ramping Utility capacity, and lower North America Telecom volumes.

Agriculture (20.3% 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 6.4% to $226.0 million, compared to $241.3 million.

North America sales increased 15.8%, driven by higher volumes, including storm replacement activity and favorable pricing. International sales decreased 25.3%, primarily due to lower volumes in the Middle East and Brazil.

Operating income increased to $40.1 million or 17.9% of net sales, compared to $23.2 million or 9.7% of net sales. Lower credit losses in Brazil and higher North America volumes contributed to the year-over-year increase, partially offset by lower international volumes.

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

Full-Year 2026 Financial Outlook and Key Assumptions

The Company is reaffirming its full-year 2026 net sales outlook and raising its adjusted diluted EPS outlook. Key assumptions have also been updated.

Metric

Previous Outlook

Updated Outlook

Net Sales

$4.3 to $4.45 billion

No change

Infrastructure Net Sales

$3.4 to $3.5 billion

No change

Agriculture Net Sales

$0.9 to $0.95 billion

No change

Adjusted Diluted Earnings per Share

$22.25 to $23.50

$22.75 to $23.75

Capital Expenditures

$170 to $200 million

No change

Adjusted Effective Tax Rate

~26.0%

No change

Key Assumptions

● Steel cost assumptions are aligned with markets as of October 16, 2026

● Foreign currency assumptions are based on FX rates as of October 16, 2026

● This outlook includes the current tariffs as of October 16, 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, October 20, 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 3Q 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 13756346. The replay will be available until 10:59 p.m. CT on Tuesday, October 27, 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

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

restructuring expenses, goodwill or intangible asset impairment, changes in tax laws or rates, change in 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 EARNINGS

(Dollars and shares in thousands, except per-share amounts)

(Unaudited)

Thirteen weeks ended

Thirty-nine weeks ended

September 26,

September 27,

September 26,

September 27,

2026

2025

2026

2025

Net sales

1,103,801

1,045,980

3,251,687

3,065,842

Cost of sales

772,417

727,734

2,262,608

2,135,327

Gross profit

331,384

318,246

989,079

930,515

Selling, general, and administrative expenses

158,550

176,790

494,508

531,248

Impairment of long-lived assets

—

91,337

Realignment charges

—

8,884

Operating income

172,834

141,456

494,571

299,046

Other income (expenses):

Interest expense

(9,306)

(9,738)

(28,147)

(30,396)

Interest income

1,274

1,588

3,922

6,550

Gain on deferred compensation investments

793

1,187

3,021

2,730

Other, net

(2,310)

(2,956)

(2,468)

(9,361)

Total other expenses

(9,549)

(9,919)

(23,672)

(30,477)

Earnings before income taxes and equity method investment loss

163,285

131,537

470,899

268,569

Income tax expense

41,821

30,424

120,925

83,503

Equity method investment loss

—

(21)

(264)

(602)

Net earnings

121,464

101,092

349,710

184,464

Earnings attributable to redeemable noncontrolling interests

(411)

(2,061)

(706)

(2,192)

Net earnings attributable to Valmont Industries, Inc.

121,053

99,031

349,004

182,272

Weighted average shares outstanding - Basic

19,232

19,736

19,357

19,864

Earnings per share - Basic

6.29

5.02

18.03

7.85

Weighted average shares outstanding - Diluted

19,391

19,876

19,516

20,001

Earnings per share - Diluted

6.24

4.98

17.88

7.80

Cash dividends per share

0.77

0.68

2.31

2.04

1Fiscal 2025 basic and diluted earnings 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

Thirty-nine weeks ended

September 26,

September 27,

September 26,

September 27,

2026

2025

2026

2025

Infrastructure

Net sales

879,586

806,562

2,559,484

2,273,145

Gross profit

255,371

239,426

764,202

680,184

as a percentage of net sales

29.0%

29.7%

29.9%

Selling, general, and administrative expenses

100,532

96,049

311,964

302,899

as a percentage of net sales

11.4%

11.9%

12.2%

13.3%

Impairment of long-lived assets

—

89,356

Realignment charges

—

1,426

Operating income

154,839

143,377

452,238

286,503

as a percentage of net sales

17.6%

17.8%

17.7%

12.6%

Agriculture

Net sales

224,215

239,418

692,203

792,697

Gross profit

76,013

78,820

224,877

250,331

as a percentage of net sales

33.9%

32.9%

32.5%

31.6%

Selling, general, and administrative expenses

35,864

55,631

111,342

149,987

as a percentage of net sales

16.0%

23.2%

16.1%

18.9%

Impairment of long-lived assets

—

1,981

Realignment charges

—

2,886

Operating income

40,149

23,189

113,535

95,477

as a percentage of net sales

17.9%

9.7%

16.4%

12.0%

Corporate

Selling, general, and administrative expenses

22,154

25,110

71,202

78,362

Realignment charges

—

4,572

Operating loss

(22,154)

(25,110)

(71,202)

(82,934)

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 September 26, 2026

Infrastructure

Agriculture

Intersegment

Consolidated

Geographical Market:

North America

721,751

128,920

(4,285)

846,386

International

160,338

97,077

—

257,415

Total sales

882,089

225,997

(4,285)

1,103,801

Product Line:

North America Utility

469,622

—

469,622

North America Lighting and Transportation

127,471

—

127,471

North America Coatings

69,713

—

(2,503)

67,210

North America Telecommunications

54,885

—

54,885

International Infrastructure and Solar

160,398

—

160,398

Agriculture

—

225,997

(1,782)

224,215

Total sales

882,089

225,997

(4,285)

1,103,801

Thirteen weeks ended September 27, 2025

Infrastructure

Agriculture

Intersegment

Consolidated

Geographical Market:

North America

656,285

111,334

(3,638)

763,981

International

152,000

130,004

(5)

281,999

Total sales

808,285

241,338

(3,643)

1,045,980

Product Line:

North America Utility

381,657

—

381,657

North America Lighting and Transportation

130,369

—

130,369

North America Coatings

61,251

—

(1,718)

59,533

North America Telecommunications

82,926

—

82,926

International Infrastructure and Solar

152,082

—

(5)

152,077

Agriculture

—

241,338

(1,920)

239,418

Total sales

808,285

241,338

(3,643)

1,045,980

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(Unaudited)

Thirty-nine weeks ended September 26, 2026

Infrastructure

Agriculture

Intersegment

Consolidated

Geographical Market:

North America

2,103,093

407,670

(11,956)

2,498,807

International

463,858

289,022

—

752,880

Total sales

2,566,951

696,692

(11,956)

3,251,687

Product Line:

North America Utility

1,350,544

—

1,350,544

North America Lighting and Transportation

376,625

—

376,625

North America Coatings

201,884

—

(7,467)

194,417

North America Telecommunications

173,374

—

173,374

International Infrastructure and Solar

464,524

—

464,524

Agriculture

—

696,692

(4,489)

692,203

Total sales

2,566,951

696,692

(11,956)

3,251,687

Thirty-nine weeks ended September 27, 2025

Infrastructure

Agriculture

Intersegment

Consolidated

Geographical Market:

North America

1,849,918

391,292

(12,079)

2,229,131

International

430,113

406,737

(139)

836,711

Total sales

2,280,031

798,029

(12,218)

3,065,842

Product Line:

North America Utility

1,055,681

—

1,055,681

North America Lighting and Transportation

388,257

—

388,257

North America Coatings

176,143

—

(6,747)

169,396

North America Telecommunications

224,063

—

224,063

International Infrastructure and Solar

435,887

—

(139)

435,748

Agriculture

—

798,029

(5,332)

792,697

Total sales

2,280,031

798,029

(12,218)

3,065,842

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

September 26,

December 27,

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

122,045

187,140

Receivables, net

651,738

590,127

Inventories

644,813

566,396

Contract assets

303,996

266,922

Prepaid expenses and other current assets

112,744

109,063

Total current assets

1,835,336

1,719,648

Property, plant, and equipment, net

716,289

673,863

Goodwill and other non-current assets

989,249

975,818

Total assets

3,540,874

3,369,329

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS' EQUITY

Current liabilities:

Current installments of long-term debt

152

513

Mandatorily redeemable financial instrument

—

8,922

Accounts payable

406,475

359,539

Accrued expenses

265,392

284,751

Contract liabilities

64,911

52,013

Income taxes payable

9,306

12,604

Dividends payable

14,737

13,278

Total current liabilities

760,973

731,620

Long-term debt, excluding current installments

756,141

795,150

Operating lease liabilities

139,358

130,007

Other non-current liabilities

115,545

70,267

Total liabilities

1,772,017

1,727,044

Redeemable noncontrolling interests

9,236

9,498

Shareholders' equity

1,759,621

1,632,787

Total liabilities, redeemable noncontrolling interests, and shareholders' equity

3,540,874

3,369,329

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

Thirty-nine weeks ended

September 26,

September 27,

2026

2025

Cash flows from operating activities:

Net earnings

349,710

184,464

Depreciation and amortization

72,860

65,429

Contribution to defined benefit pension plan

(886)

(3,155)

Impairment of long-lived assets

9,629

91,337

Changes in assets and liabilities

(127,397)

(18,745)

Other, net

48,159

25,913

Net cash flows from operating activities

352,075

345,243

Cash flows from investing activities:

Purchases of property, plant, and equipment

(116,077)

(104,230)

Acquisitions, net of cash acquired

(11,470)

—

Other, net

5,676

(81)

Net cash flows from investing activities

(121,871)

(104,311)

Cash flows from financing activities:

Net repayments on short-term borrowings

—

(1,652)

Proceeds from long-term borrowings

120,665

130,000

Principal repayments on long-term borrowings

(160,590)

(130,531)

Dividends paid

(43,091)

(39,085)

Purchases of redeemable noncontrolling interests

(8,922)

(14,624)

Repurchases of common stock

(199,859)

(125,839)

Other, net

(4,210)

(4,438)

Net cash flows from financing activities

(296,007)

(186,169)

Effect of exchange rates on cash and cash equivalents

708

7,029

Net change in cash and cash equivalents

(65,095)

61,792

Cash and cash equivalents—beginning of period

187,140

164,315

Cash and cash equivalents—end of period

122,045

226,107

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 September 27, 2025

Gross Profit Reconciliation

Infrastructure

Agriculture

Corporate

Consolidated

Gross profit - as reported

239,426

78,820

—

318,246

Adjusted gross profit

239,426

78,820

—

318,246

Net sales - as reported

806,562

239,418

—

1,045,980

Gross profit as a % of net sales

29.7%

32.9%

30.4%

Adjusted gross profit as a % of net sales

29.7%

32.9%

30.4%

Thirty-nine weeks ended September 27, 2025

Gross Profit Reconciliation

Infrastructure

Agriculture

Corporate

Consolidated

Gross profit - as reported

680,184

250,331

—

930,515

Realignment charges

910

—

910

Other non-recurring charges

—

684

—

684

Adjusted gross profit

681,094

251,015

—

932,109

Net sales - as reported

2,273,145

792,697

—

3,065,842

Gross profit as a % of net sales

29.9%

31.6%

30.4%

Adjusted gross profit as a % of net sales

30.0%

31.7%

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 September 27, 2025

Operating Income (Loss) Reconciliation

Infrastructure

Agriculture

Corporate

Consolidated

Operating income (loss) - as reported

143,377

23,189

(25,110)

141,456

Adjusted operating income (loss)

143,377

23,189

(25,110)

141,456

Net sales - as reported

806,562

239,418

—

1,045,980

Operating income (loss) as a % of net sales

17.8%

9.7%

13.5%

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

17.8%

9.7%

13.5%

Thirty-nine weeks ended September 27, 2025

Operating Income (Loss) Reconciliation

Infrastructure

Agriculture

Corporate

Consolidated

Operating income (loss) - as reported

286,503

95,477

(82,934)

299,046

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)

385,226

104,262

(78,362)

411,126

Net sales - as reported

2,273,145

792,697

—

3,065,842

Operating income (loss) as a % of net sales

12.6%

12.0%

9.8%

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

16.9%

13.2%

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

Thirty-nine

weeks ended

Diluted

weeks ended

Diluted

September 27,

earnings

September 27,

earnings

2025

per share1

2025

per share1

Net earnings attributable to Valmont Industries,

Inc. including change in redemption value of

redeemable noncontrolling interests - as reported

99,031

4.98

156,029

7.80

Less: Change in redemption value of redeemable

noncontrolling interests

—

26,243

1.31

Net earnings attributable to Valmont Industries, Inc.

99,031

4.98

182,272

9.11

Impairment of long-lived assets3

—

91,337

4.57

Realignment charges4

—

9,794

0.49

Other non-recurring charges5

—

10,949

0.55

Total adjustments, pre-tax

—

112,080

5.60

Tax effect of adjustments2

—

(10,862)

(0.54)

Net earnings attributable to Valmont Industries, Inc. -

adjusted

99,031

4.98

283,490

14.17

Average shares outstanding - diluted

19,876

20,001

1Diluted earnings per share includes rounding.

2The tax effect of adjustments is calculated based on the income tax rate in each applicable jurisdiction.

3The 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.

4The Company took realignment actions resulting in pre-tax charges of $9.8 million, primarily severance-related.

5Other 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

September 26,

2026

Net cash flows from operating activities

463,316

Interest expense

38,293

Income tax expense

61,286

Impairment of long-lived assets

(9,629)

Deferred income taxes

(4,458)

Redeemable noncontrolling interests

(1,929)

Net periodic pension cost

(3,481)

Contribution to defined benefit pension plan

890

Changes in assets and liabilities

191,076

Other, net

(255)

Impairment of long-lived assets

9,629

Realignment activities

6,272

Pro forma acquisition adjustment

2,030

Adjusted EBITDA

753,040

Net earnings attributable to Valmont Industries, Inc.

517,005

Interest expense

38,293

Income tax expense

61,286

Depreciation and amortization

95,940

Stock-based compensation

22,585

Impairment of long-lived assets

9,629

Realignment activities

6,272

Pro forma acquisition adjustment

2,030

Adjusted EBITDA

753,040

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF LEVERAGE RATIO

(Dollars in thousands)

(Unaudited)

September 26,

2026

Interest-bearing debt, excluding origination fees and discounts of $24,335

780,628

Less: Cash and cash equivalents in excess of $50,000

72,045

Net indebtedness

708,583

Adjusted EBITDA

753,040

Leverage ratio

0.94

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

BACKLOG

(Dollars in millions)

(Unaudited)

September 26,

December 27,

2026

2025

Infrastructure

1,808.2

1,548.3

Agriculture

199.6

105.4

Total backlog

2,007.8

1,653.7

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Oct. 20, 2026

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Entity Incorporation, State or Country Code

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Omaha,

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City Area Code

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