8-K

VALMONT INDUSTRIES INC (VMI)

8-K 2026-02-17 For: 2026-02-17
View Original
Added on April 04, 2026

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

February 17, 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 February 17, 2026 announcing its financial results for its fiscal year and quarter ended December 27, 2025. 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 February 17, 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/ THOMAS LIGUORI
Name: Thomas Liguori
Title: Executive Vice President and Chief Financial Officer

Date: February 17, 2026

Graphic

Exhibit 99.1

FOR IMMEDIATE RELEASE
Contact: Renee Campbell
Email: renee.campbell@valmont.com
Date: February 17, 2026

Valmont Reports Fourth Quarter GAAP EPS of $9.05 and Adjusted EPS of $4.92; Provides Full-Year 2026 EPS Outlook of $20.50 to $23.50

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 fourth quarter and fiscal year ended December 27, 2025.

President and Chief Executive Officer Avner M. Applbaum commented, “In the fourth quarter we delivered improved earnings per share and grew our backlog year-over-year amid a mixed demand environment. During 2025, we focused on optimally positioning the business for future growth through capacity investments and disciplined execution.”

“Looking ahead to 2026, we expect to achieve sales and earnings growth driven by strong Infrastructure demand and additional capacity coming online, while managing Agriculture efficiently through the downcycle. We will continue to prioritize supporting our customers and allocating capital in line with our strategy to drive long-term value for shareholders.”

Fourth Quarter 2025 Highlights (all metrics compared to Fourth Quarter 2024 unless otherwise noted)

Net sales increased 0.1% to $1.04 billion
Operating income decreased 2.9% to $116.5 million or 11.2% of net sales
--- ---
Adjusted^1^ operating income increased 5.6% to $126.7 million or 12.2% of net sales
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o Adjusted^1^ operating income included elevated legal and credit loss expense of $27.5 million, or $0.92 per diluted share, within the Brazil Agriculture business; the Company does not expect further material charges
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Diluted earnings per share (“EPS”) increased 135.7% to $9.05
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o Diluted EPS included a $3.98 benefit of a lower effective tax rate primarily related to a tax deduction associated with the investment loss in Prospera following the wind-down of that business in 2025
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Adjusted^1^ EPS increased 28.1% to $4.92, compared to $3.84
--- ---
Cash and cash equivalents were $187.1 million and net leverage ratio^1^ was ~1.1x
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Invested $40.8 million in capital expenditures primarily to support capacity investments for the Utility product line
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Deployed $72.9 million to acquire the remaining interest in ConcealFab, a telecom infrastructure and technology solutions company
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^1^Please see Reg G reconciliation to GAAP measures at end of document

Returned $85.6 million to shareholders through $72.2 million in share repurchases and $13.4 million in dividends

Full-Year 2025 Highlights (all metrics compared to Full-Year 2024 unless otherwise noted)

Net sales increased 0.7% to $4.10 billion
o Increased backlog by $217.0 million or 15.1% to $1.65 billion, driven primarily by continued strength in utility market demand<br>​
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Operating income decreased 20.8% to $415.6 million or 10.1% of net sales; Adjusted^1^ operating income increased 2.5% to $537.9 million or 13.1% of net sales
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Diluted EPS decreased 2.3% to $16.79; Adjusted^1^ EPS increased 11.1% to $19.09, compared to $17.19
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Operating cash flow was $456.5 million, or 11.1% of net sales
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Invested $145.0 million in capital expenditures and $101.8 million in acquisitions to support future growth
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Returned $250.6 million to shareholders through share repurchases and dividends
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Achieved return on invested capital^1^ of 16.6% (17.6% adjusted^1^)
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Key Financial Metrics

Fourth Quarter 2025 GAAP Adjusted^1^
(In thousands, except per-share amounts) ​ ​ ​ 12/27/2025 ​ ​ ​ 12/28/2024 ​ ​ ​ ​ ​ ​ 12/27/2025 ​ ​ ​ 12/28/2024 ​ ​ ​
Q4 2025 Q4 2024 vs. Q4 2024 Q4 2025 Q4 2024 vs. Q4 2024
Net Sales $ 1,038,260 $ 1,037,294 0.1% $ 1,038,260 $ 1,037,294 0.1%
Gross Profit 309,421 313,021 -1.2% 309,188 313,021 -1.2%
Gross Profit as a % of Net Sales 29.8% 30.2% 29.8% 30.2%
Operating Income 116,530 119,988 -2.9% 126,727 119,988 5.6%
Operating Income as a % of Net Sales 11.2% 11.6% 12.2% 11.6%
Net Earnings Attributable to VMI^2^ 178,755 77,653 130.2% 97,113 77,653 25.1%
Diluted Earnings per Share 9.05 3.84 135.7% 4.92 3.84 28.1%
Weighted Average Shares Outstanding 19,745 20,197 19,745 20,197

Full Year 2025 GAAP Adjusted^1^
(In thousands, except per-share amounts) ​ ​ ​ 12/27/2025 ​ ​ ​ 12/28/2024 ​ ​ ​ ​ ​ ​ 12/27/2025 ​ ​ ​ 12/28/2024 ​ ​ ​
FY 2025 FY 2024 vs. FY 2024 FY 2025 FY 2024 vs. FY 2024
Net Sales $ 4,104,102 $ 4,075,034 0.7% $ 4,104,102 $ 4,075,034 0.7%
Gross Profit 1,239,936 1,241,212 -0.1% 1,241,296 1,241,212 0.0%
Gross Profit as a % of Net Sales 30.2% 30.5% 30.2% 30.5%
Operating Income 415,576 524,584 -20.8% 537,853 524,584 2.5%
Operating Income as a % of Net Sales 10.1% 12.9% 13.1% 12.9%
Net Earnings Attributable to VMI^2^ 334,784 348,259 -3.9% 380,603 348,259 9.3%
Diluted Earnings per Share 16.79 17.19 -2.3% 19.09 17.19 11.1%
Weighted Average Shares Outstanding 19,937 20,261 19,937 20,261

^2^Net earnings attributable to Valmont Industries, Inc., including changes in redemption value of redeemable noncontrolling interests of $10,754 for the fourth quarter of fiscal 2025 and ($15,489) for the full year of fiscal 2025.

Fourth Quarter 2025 Segment Review (all metrics compared to Fourth Quarter 2024 unless otherwise noted)

Infrastructure (78.6% of Net Sales)

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

Sales increased 7.2% to $819.0 million, compared to $763.6 million.

Utility sales grew 21.0% driven by strong market demand, which led to higher pricing and volumes. Sales of other North America infrastructure products remained steady, excluding Solar which decreased following the ^1^Please see Reg G reconciliation to GAAP measures at end of document

Company’s decision to exit that market earlier in 2025. International sales declined, reflecting continued Asia-Pacific market softness.

Operating income was $143.7 million or 17.6% of net sales ($149.6 million or 18.3% adjusted^1^), compared to $122.0 million or 16.0% of net sales. The improvement was primarily attributable to higher pricing and volumes, and lower SG&A.

Agriculture (21.4% 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 19.9% to $222.7 million, compared to $278.0 million.

In North America, irrigation equipment sales declined due to continued agriculture market softness. International sales were also lower, primarily due to ongoing market softness in Brazil and lower project sales in the Middle East.

Operating loss was ($3.4) million, compared to operating income of $28.5 million or 10.3% of net sales. The decrease was primarily driven by lower volumes, and $27.5 million of legal and credit loss expense in Brazil.

Introducing Full-Year 2026 Financial Outlook and Key Assumptions

The Company is introducing its full-year 2026 financial outlook, including projected net sales and diluted EPS, and key assumptions for the year.

​<br><br>​<br><br>​
Metric 2026 Outlook
Net Sales $4.2 to $4.4 billion<br>+2.5% to +7%
Infrastructure Net Sales $3.25 to $3.4 billion<br>+5% to +9%
Agriculture Net Sales $0.95 to $1.0 billion<br>(6.5%) to +0.5%
Diluted Earnings per Share^1^ $20.50 to $23.50<br>+7% to +23%
Capital Expenditures $170 to $200 million
Effective Tax Rate ~26.0%

Key Assumptions

Steel cost assumptions are aligned with futures markets as of February 13, 2026
Foreign currency assumptions based on FX rates as of February 13, 2026
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This outlook assumes no material change to the current trade or tariff environment
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A live audio discussion with Avner M. Applbaum, President and Chief Executive Officer, and Thomas Liguori, Executive Vice President and Chief Financial Officer, will take place on Tuesday, February 17, 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 4Q and Full Year 2025 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 13756343. The replay will be available until 10:59 p.m. CT on Tuesday, February 24, 2026.

About Valmont Industries, Inc.

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

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. While management believes these forward-looking statements are based on reasonable assumptions, 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’s guidance includes certain non-GAAP financial measures (adjusted diluted earnings per share and adjusted effective tax rate) presented on a forward-looking basis. 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 redemption value of redeemable noncontrolling interests, and other non-recurring items. 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.

​ ^1^Please 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 Fifty-two weeks ended
December 27, December 28, December 27, December 28,
2025 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2024
Net sales $ 1,038,260 $ 1,037,294 $ 4,104,102 $ 4,075,034
Cost of sales 728,839 724,273 2,864,166 2,833,822
Gross profit 309,421 313,021 1,239,936 1,241,212
Selling, general, and administrative expenses 186,385 193,033 717,633 716,628
Impairment of long-lived assets 91,337
Realignment charges 6,506 15,390
Operating income 116,530 119,988 415,576 524,584
Other income (expenses):
Interest expense (10,146) (12,342) (40,542) (58,722)
Interest income 1,639 1,825 8,189 7,183
Gain on deferred compensation investments 857 518 3,587 3,634
Loss on divestitures (4,474) (4,474)
Other 193 138 (9,168) (3,524)
Total other expenses (7,457) (14,335) (37,934) (55,903)
Earnings before income taxes and equity method investment earnings (loss) 109,073 105,653 377,642 468,681
Income tax expense (benefit) (59,639) 27,199 23,864 117,978
Equity method investment earnings (loss) 512 (19) (90) (79)
Net earnings 169,224 78,435 353,688 350,624
Earnings attributable to redeemable noncontrolling interests (1,223) (782) (3,415) (2,365)
Net earnings attributable to Valmont Industries, Inc. $ 168,001 $ 77,653 $ 350,273 $ 348,259
Weighted average shares outstanding - Basic 19,589 20,031 19,795 20,122
Earnings per share - Basic $ 9.13 ^1^​ $ 3.88 $ 16.91 ^1^​ $ 17.31
Weighted average shares outstanding - Diluted 19,745 20,197 19,937 20,261
Earnings per share - Diluted $ 9.05 ^1^​ $ 3.84 $ 16.79 ^1^​ $ 17.19
Cash dividends per share $ 0.68 $ 0.60 $ 2.72 $ 2.40

^1^Basic and diluted earnings per share for the thirteen and fifty-two weeks ended December 27, 2025 included $10,754 and ($15,489) changes in redemption values of redeemable noncontrolling interests, respectively.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(Unaudited)

Thirteen weeks ended Fifty-two weeks ended
December 27, December 28, December 27, December 28,
2025 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2024
Infrastructure
Net sales $ 816,587 $ 760,848 $ 3,089,732 $ 2,998,381
Gross profit 245,450 230,383 925,634 903,736
as a percentage of net sales 30.1% 30.3% 30.0% 30.1%
Selling, general, and administrative expenses 95,605 108,345 398,504 406,596
as a percentage of net sales 11.7% 14.2% 12.9% 13.6%
Impairment of long-lived assets 89,356
Realignment charges 6,174 7,600
Operating income 143,671 122,038 430,174 497,140
as a percentage of net sales 17.6% 16.0% 13.9% 16.6%
Agriculture
Net sales $ 221,673 $ 276,446 $ 1,014,370 $ 1,076,653
Gross profit 63,971 82,638 314,302 337,476
as a percentage of net sales 28.9% 29.9% 31.0% 31.3%
Selling, general, and administrative expenses 67,372 54,139 217,359 199,140
as a percentage of net sales 30.4% 19.6% 21.4% 18.5%
Impairment of long-lived assets 1,981
Realignment charges 2,886
Operating income (loss) (3,401) 28,499 92,076 138,336
as a percentage of net sales (1.5)% 10.3% 9.1% 12.8%
Corporate
Selling, general, and administrative expenses $ 23,408 $ 30,549 $ 101,770 $ 110,892
Realignment charges 332 4,904
Operating loss (23,740) (30,549) (106,674) (110,892)

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(Unaudited)

Thirteen weeks ended December 27, 2025
​ ​ ​ Infrastructure ​ ​ ​ Agriculture Intersegment ​ ​ ​ Consolidated
Geographical Market:
North America $ 665,684 $ 115,024 $ (3,464) $ 777,244
International 153,319 107,697 261,016
Total sales $ 819,003 $ 222,721 $ (3,464) $ 1,038,260
Product Line:
Utility $ 424,471 $ $ $ 424,471
Lighting and Transportation 204,640 204,640
Coatings 92,502 (2,416) 90,086
Telecommunications 73,771 73,771
Solar 23,619 23,619
Irrigation Equipment and Parts 199,046 (1,048) 197,998
Technology Products and Services 23,675 23,675
Total sales $ 819,003 $ 222,721 $ (3,464) $ 1,038,260

Thirteen weeks ended December 28, 2024
​ ​ ​ Infrastructure ​ ​ ​ Agriculture Intersegment ​ ​ ​ Consolidated
Geographical Market:
North America $ 597,830 $ 129,319 $ (4,209) $ 722,940
International 165,811 148,665 (122) 314,354
Total sales $ 763,641 $ 277,984 $ (4,331) $ 1,037,294
Product Line:
Utility $ 350,710 $ $ $ 350,710
Lighting and Transportation 216,130 216,130
Coatings 87,029 (2,671) 84,358
Telecommunications 74,121 74,121
Solar 35,651 (122) 35,529
Irrigation Equipment and Parts 255,042 (1,538) 253,504
Technology Products and Services 22,942 22,942
Total sales $ 763,641 $ 277,984 $ (4,331) $ 1,037,294

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(Unaudited)

Fifty-two weeks ended December 27, 2025
​ ​ ​ Infrastructure ​ ​ ​ Agriculture Intersegment ​ ​ ​ Consolidated
Geographical Market:
North America $ 2,515,602 $ 506,316 $ (15,543) $ 3,006,375
International 583,432 514,434 (139) 1,097,727
Total sales $ 3,099,034 $ 1,020,750 $ (15,682) $ 4,104,102
Product Line:
Utility $ 1,511,053 $ $ $ 1,511,053
Lighting and Transportation 830,268 830,268
Coatings 362,209 (9,163) 353,046
Telecommunications 313,882 313,882
Solar 81,622 (139) 81,483
Irrigation Equipment and Parts 926,276 (6,380) 919,896
Technology Products and Services 94,474 94,474
Total sales $ 3,099,034 $ 1,020,750 $ (15,682) $ 4,104,102

Fifty-two weeks ended December 28, 2024
​ ​ ​ Infrastructure ​ ​ ​ Agriculture Intersegment ​ ​ ​ Consolidated
Geographical Market:
North America $ 2,348,250 $ 570,517 $ (17,045) $ 2,901,722
International 660,326 513,191 (205) 1,173,312
Total sales $ 3,008,576 $ 1,083,708 $ (17,250) $ 4,075,034
Product Line:
Utility $ 1,368,333 $ $ $ 1,368,333
Lighting and Transportation 884,128 884,128
Coatings 353,739 (9,992) 343,747
Telecommunications 250,770 250,770
Solar 151,606 (203) 151,403
Irrigation Equipment and Parts 985,840 (7,055) 978,785
Technology Products and Services 97,868 97,868
Total sales $ 3,008,576 $ 1,083,708 $ (17,250) $ 4,075,034

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

December 27, December 28,
2025 ​ ​ ​ 2024
ASSETS
Current assets:
Cash and cash equivalents $ 187,140 $ 164,315
Receivables, net 590,127 654,360
Inventories 566,396 590,263
Contract assets 266,922 187,257
Prepaid expenses and other current assets 109,063 87,197
Total current assets 1,719,648 1,683,392
Property, plant, and equipment, net 673,863 588,972
Goodwill and other non-current assets 975,818 1,057,608
Total assets $ 3,369,329 $ 3,329,972
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 513 $ 692
Notes payable to banks 1,669
Mandatorily redeemable financial instrument 8,922
Accounts payable 359,539 372,197
Accrued expenses 284,751 275,407
Contract liabilities 52,013 126,932
Income taxes payable 12,604 22,509
Dividends payable 13,278 12,019
Total current liabilities 731,620 811,425
Long-term debt, excluding current installments 795,150 729,941
Operating lease liabilities 130,007 134,534
Other non-current liabilities 70,267 60,459
Total liabilities 1,727,044 1,736,359
Redeemable noncontrolling interests 9,498 51,519
Shareholders' equity 1,632,787 1,542,094
Total liabilities, redeemable noncontrolling interests, and shareholders' equity $ 3,369,329 $ 3,329,972

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

Fifty-two weeks ended
December 27, December 28,
2025 ​ ​ ​ 2024
Cash flows from operating activities:
Net earnings $ 353,688 $ 350,624
Depreciation and amortization 88,509 95,395
Contribution to defined benefit pension plan (3,159) (19,599)
Impairment of long-lived assets 91,337
Loss on divestitures 4,474
Changes in assets and liabilities (82,424) 128,232
Other 8,533 13,552
Net cash flows from operating activities 456,484 572,678
Cash flows from investing activities:
Purchases of property, plant, and equipment (145,035) (79,451)
Proceeds from divestitures, net of cash divested 3,830
Other 2,296 (3,257)
Net cash flows from investing activities (142,739) (78,878)
Cash flows from financing activities:
Net repayments on short-term borrowings (1,652) (1,485)
Proceeds from long-term borrowings 215,785 30,009
Principal repayments on long-term borrowings (151,563) (408,080)
Dividends paid (52,481) (48,358)
Purchases of redeemable noncontrolling interests (101,771) (17,745)
Repurchases of common stock (198,089) (70,069)
Other (9,091) (6,832)
Net cash flows from financing activities (298,862) (522,560)
Effect of exchange rates on cash and cash equivalents 7,942 (9,966)
Net change in cash and cash equivalents 22,825 (38,726)
Cash and cash equivalents—beginning of period 164,315 203,041
Cash and cash equivalents—end of period $ 187,140 $ 164,315

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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.
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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.
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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.
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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.
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Constant Currency: Defined as financial results adjusted for foreign currency translation impacts by translating current period and prior period activity using the same currency conversion rate. This approach is used for countries whose functional currency is not the U.S. dollar.
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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).
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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 December 27, 2025
Gross Profit Reconciliation Infrastructure ​ ​ ​ Agriculture ​ ​ ​ Corporate ​ ​ ​ Consolidated
Gross profit - as reported $ 245,450 $ 63,971 $ $ 309,421
Realignment charges (287) 54 (233)
Adjusted gross profit $ 245,163 $ 64,025 $ $ 309,188
Net sales - as reported 816,587 221,673 1,038,260
Gross profit as a % of net sales 30.1% 28.9% NM 29.8%
Adjusted gross profit as a % of net sales 30.0% 28.9% NM 29.8%

Fifty-two weeks ended December 27, 2025
Gross Profit Reconciliation Infrastructure ​ ​ ​ Agriculture ​ ​ ​ Corporate ​ ​ ​ Consolidated
Gross profit - as reported $ 925,634 $ 314,302 $ $ 1,239,936
Realignment charges 622 54 676
Other non-recurring charges^1^ 684 684
Adjusted gross profit $ 926,256 $ 315,040 $ $ 1,241,296
Net sales - as reported 3,089,732 1,014,370 4,104,102
Gross profit as a % of net sales 30.0% 31.0% NM 30.2%
Adjusted gross profit as a % of net sales 30.0% 31.1% NM 30.2%

^1^Other non-recurring charges consist of asset valuation adjustments for a joint venture ag solar business.

​ ​

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 December 27, 2025
Operating Income (Loss) Reconciliation Infrastructure ​ ​ ​ Agriculture ​ ​ ​ Corporate ​ ​ ​ Consolidated
Operating income (loss) - as reported $ 143,671 $ (3,401) $ (23,740) $ 116,530
Realignment charges 5,886 54 332 6,272
Other non-recurring charges^1^ 3,925 3,925
Adjusted operating income (loss) $ 149,557 $ (3,347) $ (19,483) $ 126,727
Net sales - as reported 816,587 221,673 1,038,260
Operating income (loss) as a % of net sales 17.6% NM NM 11.2%
Adjusted operating income (loss) as a % of net sales 18.3% NM NM 12.2%

Fifty-two weeks ended December 27, 2025
Operating Income (Loss) Reconciliation Infrastructure ​ ​ ​ Agriculture ​ ​ ​ Corporate ​ ​ ​ Consolidated
Operating income (loss) - as reported $ 430,174 $ 92,076 $ (106,674) $ 415,576
Impairment of long-lived assets 89,356 1,981 91,337
Realignment charges 8,222 2,940 4,904 16,066
Other non-recurring charges^1^ 7,031 3,918 3,925 14,874
Adjusted operating income (loss) $ 534,783 $ 100,915 $ (97,845) $ 537,853
Net sales - as reported 3,089,732 1,014,370 4,104,102
Operating income (loss) as a % of net sales 13.9% 9.1% NM 10.1%
Adjusted operating income (loss) as a % of net sales 17.3% 9.9% NM 13.1%

^1^Other non-recurring charges consist of costs to fulfill contractually required payments for system licenses no longer needed, asset valuation adjustments for a joint venture ag solar business, and certain tax advisory professional service fees.

​ ​

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

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

REGULATION G RECONCILIATION

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

(Unaudited)

Thirteen Fifty-two
weeks ended Diluted weeks ended Diluted
December 27, earnings December 27, earnings
2025 per share^1^ 2025 per share^1^
Net earnings attributable to Valmont Industries, Inc. including change in redemption value of redeemable noncontrolling interests $ 178,755 $ 9.05 $ 334,784 $ 16.79
Less: Change in redemption value of redeemable noncontrolling interests (10,754) (0.54) 15,489 0.78
Net earnings attributable to Valmont Industries, Inc. - as reported $ 168,001 $ 8.51 $ 350,273 $ 17.57
Impairment of long-lived assets^3^ 91,337 4.58
Realignment charges^4^ 6,272 0.32 16,066 0.81
Other non-recurring charges^5^ 3,925 0.20 14,874 0.75
Total adjustments, pre-tax 10,197 0.52 122,277 6.13
Tax effect of adjustments^2^ (2,591) (0.13) (13,453) (0.67)
Non-recurring tax benefit items (78,494) (3.98) (78,494) (3.94)
Net earnings attributable to Valmont Industries, Inc. - adjusted $ 97,113 $ 4.92 $ 380,603 $ 19.09
Average shares outstanding - diluted 19,745 19,937

^1^Diluted earnings per share includes rounding.

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

^3^The 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.

^4^The Company took realignment actions resulting in pre-tax charges of $16.1 million, primarily severance related.

^5^Other non-recurring charges consist of costs to fulfill contractually required payments for system licenses no longer needed, asset valuation adjustments for a joint venture ag solar business, and certain tax advisory professional service fees.

​ ​

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF ADJUSTED EFFECTIVE TAX RATE

(Dollars in thousands)

(Unaudited)

Thirteen weeks ended Fifty-two weeks ended
December 27, 2025 December 27, 2025
Earnings before income taxes and equity method earnings (loss) Income tax expense (benefit) Effective tax rate Earnings before income taxes and equity method earnings (loss) Income tax expense Effective tax rate
As reported $ 109,073 $ (59,639) (54.7)% $ 377,642 $ 23,864 6.3%
Impairment of long-lived assets 91,337 6,744
Realignment charges 6,272 1,610 16,066 3,970
Other non-recurring charges^1^ 3,925 981 14,874 2,739
Non-recurring tax benefit items 78,494 78,494
Adjusted $ 119,270 $ 21,446 18.0% $ 499,919 $ 115,811 23.2%

^1^Other non-recurring charges consist of costs to fulfill contractually required payments for system licenses no longer needed, asset valuation adjustments for a joint venture ag solar business, and certain tax advisory professional service fees.

​ ​

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF ADJUSTED EBITDA

(Dollars in thousands)

(Unaudited)

Four fiscal quarters ended
December 27,
2025
Net cash flows from operating activities $ 456,484
Interest expense 40,542
Income tax expense 23,864
Impairment of long-lived assets (91,337)
Deferred income taxes 19,196
Redeemable noncontrolling interests (3,415)
Net periodic pension cost (1,052)
Contribution to defined benefit pension plan 3,159
Changes in assets and liabilities 82,424
Other (2,369)
Impairment of long-lived assets 91,337
Realignment charges 16,066
Non-recurring non-cash charges^1^ 3,918
Adjusted EBITDA $ 638,817
Net earnings attributable to Valmont Industries, Inc. $ 350,273
Interest expense 40,542
Income tax expense 23,864
Depreciation and amortization 88,509
Stock-based compensation 24,308
Impairment of long-lived assets 91,337
Realignment charges 16,066
Non-recurring non-cash charges^1^ 3,918
Adjusted EBITDA $ 638,817

^1^Non-recurring non-cash charges consist of asset valuation adjustments for a joint venture ag solar business.

​ ​

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF LEVERAGE RATIO

(Dollars in thousands)

(Unaudited)

​ ​ ​ December 27,
2025
Interest-bearing debt, excluding origination fees and discounts of $24,892 $ 829,477
Less: Cash and cash equivalents in excess of $50,000 137,140
Net indebtedness $ 692,337
Adjusted EBITDA 638,817
Leverage ratio 1.08

​ ​

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF FREE CASH FLOW

(Dollars in thousands)

(Unaudited)

Fifty-two weeks ended
December 27, December 28,
2025 2024
Net cash flows from operating activities $ 456,484 $ 572,678
Net cash flows from investing activities (142,739) (78,878)
Net cash flows from financing activities (298,862) (522,560)
Net cash flows from operating activities $ 456,484 $ 572,678
Purchases of property, plant, and equipment (145,035) (79,451)
Free cash flow $ 311,449 $ 493,227

​ ​

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

BACKLOG

(Dollars in millions)

(Unaudited)

​ ​ ​ December 27, December 28,
2025 ​ ​ ​ 2024
Infrastructure $ 1,548.3 $ 1,273.3
Agriculture 105.4 163.4
Total backlog $ 1,653.7 $ 1,436.7

​ ​

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF RETURN ON INVESTED CAPITAL

AND ADJUSTED RETURN ON INVESTED CAPITAL

(Dollars in thousands)

(Unaudited)

Fifty-two
weeks ended
December 27,
2025
Operating income $ 415,576
Tax rate 6.3%
Tax effect on operating income (26,261)
After-tax operating income $ 389,315
Average invested capital $ 2,343,300
Return on invested capital 16.6%
Operating income $ 415,576
Impairment of long-lived assets 91,337
Realignment charges 16,066
Other non-recurring charges^1^ 14,874
Adjusted operating income $ 537,853
Adjusted effective tax rate 23.2%
Tax effect on adjusted operating income (124,599)
After-tax adjusted operating income $ 413,254
Average invested capital $ 2,343,300
Adjusted return on invested capital 17.6%
Total assets $ 3,369,329
Less: Defined benefit pension asset (39,666)
Less: Accounts payable (359,539)
Less: Accrued expenses (284,751)
Less: Contract liabilities (52,013)
Less: Income taxes payable (12,604)
Less: Dividends payable (13,278)
Less: Deferred income taxes (5,316)
Less: Operating lease liabilities (130,007)
Less: Deferred compensation (29,631)
Less: Other non-current liabilities (35,320)
Total invested capital $ 2,407,204
Beginning invested capital $ 2,279,395
Average invested capital $ 2,343,300

^1^Other non-recurring charges consist of costs to fulfill contractually required payments for system licenses no longer needed, asset valuation adjustments for a joint venture ag solar business, and certain tax advisory professional service fees. ​