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What changed in VALMONT INDUSTRIES INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of VALMONT INDUSTRIES INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+302 added−270 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-25)

Top changes in VALMONT INDUSTRIES INC's 2025 10-K

302 paragraphs added · 270 removed · 196 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOur significant business acquisitions and divestitures during the past three fiscal years included the following (with the relevant segment noted): 2024 ● Acquired an additional 9% of ConcealFab, Inc., a 5G infrastructure and PIM mitigation solutions company in Colorado (Infrastructure) ● Acquired the remaining 25% of Valmont Substations, LLC, a utility substation product provider in Kansas (Infrastructure) ● Divested our extractive business, which included the manufacturing and distribution of screening products for the mining and quarrying sectors in Australia and New Zealand (Infrastructure) ● Divested George Industries, a coating and anodizing company in California (Infrastructure) 6 Table of Contents 2023 ● Acquired HR Products, a leading wholesale supplier of irrigation parts in Australia (Agriculture) ● Divested Torrent Engineering and Equipment Company, LLC, an integrator of prepackaged pump stations in Indiana (Agriculture) 2022 ● Acquired 51% of ConcealFab, Inc., a 5G infrastructure and PIM mitigation solutions company in Colorado (Infrastructure) ● Acquired the remaining 9% of Convert Italia S.p.A., a designer and provider of engineered solar tracker solutions in Italy (Infrastructure) ● Acquired the remaining 20% of Valmont West Coast Engineering, Ltd., a manufacturer of steel and aluminum structures for the lighting, transportation, and wireless communication industries in Canada (Infrastructure) ● Divested Valmont SM, an offshore wind energy structures business in Denmark (Other) Suppliers and Availability of Raw Materials Our primary raw materials include hot-rolled steel coil and plate, zinc, and other carbon steel products, all essential for manufacturing across our segments.
Biggest changeOur significant business acquisitions and divestitures during the past three fiscal years included the following (with the relevant segment noted): 2025 ● Acquired the remaining 40% of ConcealFab, Inc., a 5G infrastructure and PIM mitigation solutions company in Colorado included in the Infrastructure segment, for $81.8 million ● Acquired the remaining 45% of Solbras Energia Solar do Brasil S.A., a leading provider of solar energy solutions for agriculture in Brazil included in the Agriculture segment, for $14.2 million ● Acquired an additional approximately 30% of Valmont Irrigation Argentina B.V., an irrigation equipment distributor in Argentina included in the Agriculture segment, for $14.6 million 2024 ● Acquired an additional approximately 9% of ConcealFab, Inc., a 5G infrastructure and PIM mitigation solutions company in Colorado included in the Infrastructure segment, for $7.2 million ● Acquired the remaining 25% of Valmont Substations, LLC, a utility substation product provider in Kansas included in the Infrastructure segment, for $10.5 million ● Divested our extractive business, which included the manufacturing and distribution of screening products for the mining and quarrying sectors in Australia and New Zealand previously included in the Infrastructure segment, for $3.3 million ● Divested George Industries, a coating and anodizing company in California previously included in the Infrastructure segment, for $0.5 million 6 Table of Contents 2023 ● Acquired HR Products, a leading wholesale supplier of irrigation parts in Australia included in the Agriculture segment, for $37.3 million ● Divested Torrent Engineering and Equipment Company, LLC, an integrator of prepackaged pump stations in Indiana previously included in the Infrastructure segment, for $6.4 million Suppliers and Availability of Raw Materials Our primary raw materials include hot-rolled steel coil and plate, zinc, and other carbon steel products, all essential for manufacturing across our segments.
We have been publicly traded since 1968, with our shares listed on the New York Stock Exchange under the ticker symbol “VMI.” Segments Our reportable segments are as follows: Infrastructure: This segment consists of the manufacture and distribution of products and solutions to serve the infrastructure markets of utility, solar, lighting and transportation, and telecommunications, along with coatings services to protect metal products.
We have been publicly traded since 1968, with our shares listed on the New York Stock Exchange under the ticker symbol “VMI.” Segments Our reportable segments are as follows: Infrastructure: This segment consists of the manufacture and distribution of products and solutions to serve the infrastructure markets of utility, lighting, transportation, telecommunications, and solar, along with coatings services to protect metal products.
Our L&T solutions 2 Table of Contents not only meet the technical, aesthetic, and safety requirements of modern infrastructure projects but also contribute to the development of cohesive and functional public spaces. ● Coatings: Our finishing services prevent corrosion, extend product lifespans, and enhance material aesthetics.
Our L&T solutions not only meet the technical, aesthetic, and safety requirements of modern infrastructure projects but also contribute to the development of cohesive and functional public spaces. 2 Table of Contents ● Coatings: Our finishing services prevent corrosion, extend product lifespans, and enhance material aesthetics.
Distribution Methods We market our irrigation machines, technology offerings, and service parts through an extensive network of independent dealers. In North America, approximately 250 dealer locations serve our customers, with around 400 dealers covering international markets across more than 60 countries. Dealers assess growers’ needs, customize machine configurations, manage installation (including water and power systems), and provide ongoing support.
Distribution Methods We market our irrigation machines, technology offerings, and service parts through an extensive network of independent dealers. In North America, approximately 250 dealer locations serve our customers, with around 400 dealer locations covering international markets across more than 60 countries. Dealers assess growers’ needs, customize machine configurations, manage installation (including water and power systems), and provide ongoing support.
Notably, the United States (“U.S.”) government is advancing long-term infrastructure improvements through the Infrastructure Investment and Jobs Act (“IIJA”) and the Inflation Reduction Act (“IRA”). These programs allocate resources to enhance the nation’s bridges, ensure public safety, update essential infrastructure, improve highway safety, and modernize the electrical grid to meet growing energy demands and support grid resiliency.
Notably, the United States (“U.S.”) government is advancing long-term infrastructure improvements through the Infrastructure Investment and Jobs Act (“IIJA”) and the Inflation Reduction Act (“IRA”). These programs are intended to allocate resources to enhance the nation’s bridges, ensure public safety, update essential infrastructure, improve highway safety, and modernize the electrical grid to meet growing energy demands and support grid resiliency.
We prohibit discrimination based on age, race, disability, ethnicity, marital or family status, national origin, religion, gender, sexual orientation, veteran status, gender identity, or any other legally protected characteristic. We are dedicated to voluntary employment and strictly prohibit all forms of compulsory labor, including child labor, forced labor, slavery, and human trafficking.
We prohibit discrimination based on age, race, disability, ethnicity, marital or family status, national origin, religion, gender, sexual orientation, veteran status, gender identity, or any other legally protected characteristic. We are committed to voluntary employment and strictly prohibit all forms of compulsory labor, including child labor, forced labor, slavery, and human trafficking.
Our customers include wireless carriers, cell site operators, and state and federal agencies that require products for two-way radio communication, radar, broadcasting, and security applications. The continued expansion of 5G networks and rising connectivity needs are fueling long-term growth, requiring higher network density.
Our customers include wireless carriers, cell site operators, electric utilities, and state and federal agencies that require products for two-way radio communication, radar, broadcasting, and security applications. The continued expansion of 5G networks and rising connectivity and data usage needs are fueling long-term growth, requiring higher network density.
Human Capital Resources Our approach to human capital resources is outlined in our Code of Business Conduct, in our Human Rights Policy, and on our website at www.valmont.com. A company-wide commitment to customer service and innovation is essential to our success, enabling us to deliver the best value to our customers.
Human Capital Resources Our approach to human capital resources is outlined in our Code of Business Conduct, in our Human Rights Policy, and on our website at www.valmont.com. A company-wide commitment to customer service and innovation is essential to our success and enables us to deliver value to our customers.
We source these materials from steel mills, steel service centers, and zinc producers, where they are generally readily available. However, recently proposed trade policies and tariffs could increase the cost of goods purchased from Canada, China, and Mexico, potentially disrupting the availability of these key raw materials.
We source these materials from steel mills, steel service centers, and zinc producers, where they are generally readily available. However, ever-changing trade policies and tariffs could increase the cost of goods purchased from Canada, China, and Mexico, among other countries, potentially disrupting the availability of these key raw materials.
In response, we are strategically investing in our manufacturing capabilities and expanding our geographic presence to increase flexible production capacity. International markets are also experiencing rising electricity consumption, driven by urbanization, industrial growth, and electrification efforts, fueling demand for new electricity generation capacity and expanded transmission grids. We also serve the transportation, commercial construction, and industrial markets.
In response, we are strategically investing in our manufacturing capabilities to increase flexible production capacity. International markets are also experiencing rising electricity consumption, driven by urbanization, industrial growth, and electrification efforts, fueling demand for new electricity generation capacity and expanded transmission grids.
Although we regularly incur expenses and make capital expenditures related to environmental compliance, we do not anticipate that these future expenditures will materially impact our financial condition, results of operations, or liquidity. Number of Employees As of December 28, 2024, we had a total of 10,986 employees.
Although we regularly incur expenses and make capital expenditures related to environmental compliance, we do not anticipate that these future expenditures will materially impact our financial condition, results of operations, or liquidity. 7 Table of Contents Number of Employees As of December 27, 2025, we had a total of 10,791 employees.
While the global competitive landscape is similar to that of North America, pricing often plays a more critical role. Recognizing the local nature of competition in international markets, we maintain manufacturing facilities in key regions, which enables us to compete effectively and meet region-specific demands.
In international markets, our competition includes both major U.S. companies and privately owned local businesses. While the global competitive landscape is similar to that of North America, pricing often plays a more critical role. Recognizing the local nature of competition in international markets, we maintain manufacturing facilities in key regions, which enables us to compete effectively and meet region-specific demands.
We leverage this expertise to focus on irrigation optimization, machine health advancements, and predictive analytics. As pioneers of the mechanized irrigation industry, we maintain our leadership in innovation and remain at the forefront of integrating these technologies with our cloud-based platform. This approach delivers data-driven irrigation strategies tailored to each field and crop.
As pioneers of the mechanized irrigation industry, we maintain our leadership in innovation and remain at the forefront of integrating these technologies with our cloud-based platform. This approach delivers data-driven irrigation strategies tailored to each field and crop.
For more information, please refer to the “Governance” and “Sustainability” sections on our website, as well as the “Governance, Human Capital and Sustainability Highlights” section in our 2025 Proxy Statement. 8 Table of Contents Available Information We provide a variety of financial reports and disclosures free of charge on the “Investors” page of our website at www.valmont.com.
For additional information, please refer to the “Corporate Governance” and “Sustainability” sections on our website, and the “Governance, Human Capital and Sustainability Highlights” section in our Proxy Statement. Available Information We provide a variety of financial reports and disclosures free of charge on the “Investors” page of our website at www.valmont.com.
The total backlog by segment as of December 28, 2024 and December 30, 2023 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ December 28, ​ December 30, Dollars in millions ​ 2024 2023 Infrastructure ​ $ 1,273.3 ​ $ 1,299.6 Agriculture ​ 163.4 ​ 165.9 Total backlog ​ $ 1,436.7 ​ $ 1,465.5 Environmental Protection We are subject to a range of federal, state, and local laws and regulations concerning environmental protection and the discharge of materials into the environment.
The total backlog by segment as of December 27, 2025 and December 28, 2024 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 28, Dollars in millions ​ 2025 ​ ​ ​ 2024 Infrastructure ​ $ 1,548.3 ​ $ 1,273.3 Agriculture ​ 105.4 ​ 163.4 Total backlog ​ $ 1,653.7 ​ $ 1,436.7 Environmental Protection We are subject to a range of federal, state, and local laws and regulations concerning environmental protection and the discharge of materials into the environment.
Our transportation product portfolio includes traffic structures, bridge systems, roadway and street lighting, and high-mast lighting. In the U.S., funding for transportation projects comes from a combination of state and federal sources, including the IIJA, which provides multi-year support for infrastructure investments. Public-private partnerships are also emerging as a viable funding option for major transportation projects.
In the U.S., funding for transportation projects comes from a combination of state and federal sources, including the IIJA, which provides multi-year support for infrastructure investments. Public-private partnerships are also emerging as a viable funding option for major transportation projects.
To meet customer demands, grow sales, and maintain a competitive edge, we rely on a skilled workforce and effective management. Essential skills include engineering, welding, equipment maintenance, and the operation of complex manufacturing machinery. Strong management talent is crucial for business growth and for succession planning, especially as key employees retire.
To meet customer demands, support sales growth, and maintain a competitive position, we rely on a skilled workforce and effective management. Key skills across our operations include engineering, welding, equipment maintenance, and the operation of complex manufacturing machinery. Strong management talent is critical to business growth and succession planning, particularly as experienced employees approach retirement.
Further information on the principal products, services, markets, competition, and distribution methods for each of our two reportable segments is provided below. Infrastructure Segment Products ● Utility: We design, engineer, and manufacture structures made of steel, pre-stressed concrete, and composites to support the infrastructure necessary for electrical transmission, substations, and distribution applications within the utility industry.
Infrastructure Segment Products and Services ● Utility: We design, engineer, and manufacture structures made of steel, pre-stressed concrete, and composites to support the infrastructure necessary for electrical transmission, substations, and distribution applications within the utility industry.
Our respect for human rights is guided by the United Nations Guiding Principles on Business and Human Rights. We fully comply with wage, work hours, overtime, and benefits laws. Our culture emphasizes the importance of a healthy and safe workplace, and we provide employees with confidential reporting channels through a secure third-party website.
Our human rights practices are informed by the United Nations Guiding Principles on Business and Human Rights, and we comply with applicable wage, work hours, overtime, and benefits laws. We emphasize a healthy, safe, and well-supported workplace, and provide employees with confidential reporting channels through a secure third-party platform.
Customers Our business does not depend on a single customer or a limited number of customers to generate a significant portion of revenue in any segment.
Customers Our business does not depend on a single customer or a limited number of customers to generate a significant portion of revenue in any segment. As such, the loss of any one customer would not materially impact our financial condition, results of operations, or liquidity.
Commercial lighting, wireless communication, access systems, and highway safety products are sold by our internal sales teams or through independent commissioned agents.
Commercial lighting, wireless communication, access systems, and highway safety products are sold by our internal sales teams or through independent commissioned agents. Utility and Solar products are typically sold directly to electrical utilities, developers, or energy providers, though some transactions are facilitated through commissioned sales agents.
Our employees are the foundation of our achievements, and we take pride in fostering a culture of passion and integrity that encourages everyone to excel and deliver results. We expect each employee to act responsibly and to treat one another with fairness and respect.
Our employees are the foundation of our achievements, and we foster a culture of passion, integrity, and accountability that encourages employees to excel while upholding high ethical standards and delivering business results. We expect each employee to act responsibly, be accountable for their actions, and to treat one another with fairness and respect.
To help growers improve crop yields, we continuously innovate and expand our technology offerings to meet evolving customer needs. Pricing in the industry can become highly competitive, particularly during periods of low demand. In international markets, our competition includes both major U.S. companies and privately owned local businesses.
Competitors differentiate themselves based on product durability, reliability, pricing and value proposition, quality, and the service capabilities of local dealers. To help growers improve crop yields, we continuously innovate and expand our technology offerings to meet evolving customer needs. Pricing in the industry can become highly competitive, particularly during periods of low demand.
Meanwhile, the industrial market is typically driven by investments in infrastructure, industrial facilities, and commercial construction. Our Coatings business serves diverse markets and is not reliant on any single industry or external customer for profitability. A significant portion of demand comes from our internal operations, supporting other product lines.
Our Coatings business serves diverse markets and is not reliant on any single industry or external customer for profitability. A significant portion of demand comes from our internal operations, supporting other product lines. The demand for coatings services generally correlates with local industrial economic activity. Galvanizing remains essential for industrial applications that require corrosion protection for steel.
These machines typically consist of a pipeline supported by a series of towers, each equipped with a drivetrain and tires for mobility. The most common type of mechanized irrigation machine is the center pivot, which rotates in a circular pattern. To accommodate different field shapes, we offer corner machines that irrigate the corners of square or rectangular fields.
The most common type of mechanized irrigation machine is the center pivot, which rotates in a circular pattern. To accommodate different field shapes, we offer corner machines that irrigate the corners of square or rectangular fields. Additionally, linear machines move vertically across fields rather than rotating, offering versatility for a variety of field layouts.
We value the unique insights and experiences that a diverse workforce brings, and we actively seek employees who share our commitment to profitable development, improving corporate culture, and delivering sustainable business results. Our Human Rights Policy, available on our website, reflects our expectation that employees, suppliers, vendors, dealers, and distributors uphold our commitment to human rights.
We value the contributions of a diverse workforce, and seek employees who support a strong, inclusive culture and sustainable business outcomes. Our Human Rights Policy, available on our website, outlines our expectations that employees, suppliers, vendors, dealers, and distributors respect and uphold our commitment to human rights.
Additionally, linear machines move vertically across fields rather than rotating, offering versatility for a variety of field layouts. Our irrigation systems are highly customizable, capable of servicing fields from four to over 500 acres, with the standard configuration in the U.S. designed for a 160-acre tract.
Our irrigation systems are highly customizable, capable of servicing fields from four to over 500 acres, with the standard configuration in the U.S. designed for a 160-acre tract. For international markets, our irrigation machines are largely consistent with those produced for North America, ensuring uniform quality and functionality.
The commercial construction market, which is predominantly privately funded, includes lighting for a variety of applications, such as parking lots, shopping centers, sports stadiums, and business parks. This market is influenced by macroeconomic factors, including overall economic growth, interest rates, and urban development trends. We have established long-term relationships with lighting and equipment manufacturers serving this market.
This market is influenced by macroeconomic factors, including overall economic growth, interest rates, and urban development trends. We have established long-term relationships with lighting and equipment manufacturers serving this market. Meanwhile, the industrial market is typically driven by investments in infrastructure, industrial facilities, and commercial construction.
Government policies, corporate sustainability commitments, and technological advancements are expected to continue to drive demand for this product line. Competition Our competitive strategy focuses on delivering high-value, innovative solutions to customers at competitive prices, emphasizing product quality, engineering expertise, exceptional customer service, and the timely, accurate delivery of our products.
The Solar market is driven by the global shift towards renewable energy adoption and incentives for clean energy investments. Competition Our competitive strategy focuses on delivering high-value, innovative solutions to customers at market prices, emphasizing product quality, engineering expertise, exceptional customer service, and the timely, accurate delivery of our products.
As such, the loss of any one customer would not materially impact our financial condition, results of operations, or liquidity. 7 Table of Contents Backlog As of December 28, 2024, our backlog of orders for principal products was $1,436.7 million, compared to $1,465.5 million as of December 30, 2023. Backlog includes confirmed customer purchase orders and executed sales order contracts.
Backlog As of December 27, 2025, our backlog of orders for principal products was $1,653.7 million, compared to $1,436.7 million as of December 28, 2024. Backlog includes confirmed customer purchase orders and executed sales order contracts. We expect the majority of our backlog as of December 27, 2025 to be fulfilled during fiscal 2026.
Agriculture Segment Products ● Irrigation Equipment and Parts: Under our Valley ® brand, we manufacture and distribute center pivot and lateral move irrigation equipment, along with service parts, to enhance agricultural productivity. Our irrigation machines, powered by electricity—whether sourced from the grid, solar panels, or diesel generators—are engineered to move across farm fields, while conserving water, energy, and labor.
Our irrigation machines, powered by electricity—whether sourced from the grid, solar panels, or diesel generators—are engineered to move across farm fields, while conserving water, energy, and labor. These machines typically consist of a pipeline supported by a series of towers, each equipped with a drivetrain and tires for mobility.
These products are designed to enhance roadway safety, reduce the impact of collisions, and improve driver protection.
We also provide comprehensive highway safety systems, including guardrail barriers, wire rope safety barriers, and crash attenuation barriers, primarily serving the Australian, Indian, and New Zealand markets. These products are designed to enhance roadway safety, reduce the impact of collisions, and improve driver protection.
The demand for coatings services generally correlates with local industrial economic activity. Galvanizing remains essential for industrial applications that require corrosion protection for steel. Demand for painted products is more closely tied to consumer markets. The Telecommunications market is driven by growing demand for wireless communication and data services.
Demand for painted products is more closely tied to consumer markets. The Telecommunications market is driven by growing demand for wireless communication and data services, including rapid increases in data consumption across mobile and connected devices.
Agriculture: This segment consists of the manufacture of center pivot and linear irrigation equipment components for agricultural markets, including aftermarket parts and tubular products, and advanced technology solutions for precision agriculture. Included in the “Other” segment are the activities of the offshore wind energy structures business, which was divested in the fourth quarter of fiscal 2022.
Agriculture: This segment consists of the manufacture of center pivot and linear irrigation equipment components for agricultural markets, including aftermarket parts and tubular products, and advanced technology solutions for precision agriculture. Further information on the principal products, services, markets, competition, and distribution methods for each of our two reportable segments is provided below.
The U.S. has approximately four million miles of public roadways, with around 24% carrying over 3 Table of Contents 80% of the nation’s traffic. As a result, improving traffic flow through efficient control measures and modern lighting solutions has become a key priority for many communities and government agencies.
Improving traffic flow through efficient control measures and modern lighting solutions has become a key priority for many communities and government agencies. 3 Table of Contents The commercial construction market, which is predominantly privately funded, includes lighting for a variety of applications, such as parking lots, shopping centers, sports stadiums, and business parks.
As of December 28, 2024, we employed 6,355 individuals in the U.S. and 4,631 internationally. When job openings arise, we prioritize internal candidates, rewarding dedicated members of our Valmont community with new opportunities. Our employees represent our richest talent resource.
As of December 27, 2025, we employed 6,294 individuals in the U.S. and 4,497 internationally. When job openings arise, we prioritize internal candidates, providing career advancement opportunities to qualified employees within our organization. Employees are our most valuable resource, and we prioritize succession planning and management development across the enterprise.
Competition In North America, several companies provide irrigation products and services for agricultural customers. Our company is recognized as the leader among the four main participants in the mechanized irrigation industry. Competitors differentiate themselves based on product durability, reliability, pricing and value proposition, quality, and the service capabilities of local dealers.
Reduced runoff not only conserves water but also improves the quality of adjacent rivers, aquifers, and streams, contributing environmental benefits and supporting vital water conservation efforts. 5 Table of Contents Competition In North America, several companies provide irrigation products and services for agricultural customers. Our company is recognized as the leader among the main participants in the mechanized irrigation industry.
Although we are one of the world’s largest custom galvanizers, our sales account for only a small fraction of the overall galvanizing market. Each galvanizing location is supported by a dedicated sales team, ensuring personalized attention and responsiveness to our clients’ needs.
Due to the high cost of freight, our galvanizing services are generally limited to a radius of about 300 to 500 miles. Although we are one of the larger custom galvanizers globally, our sales account for only a small fraction of the overall galvanizing market.
We give the highest level of attention to our succession and management development programs, with our Chief Executive Officer (“CEO”) reporting directly to the Board of Directors on these initiatives. We recognize the importance of diversity and inclusion in bringing different perspectives to our global organization.
The Chief Executive Officer regularly reports on these initiatives to the Board of Directors as part of our leadership and talent oversight processes. We recognize the importance of diversity and inclusion in fostering a workforce that reflects a broad range of perspectives and experiences.
With over 150,000 connected devices, our technology solutions help farmers detect potential crop issues early while optimizing water and energy use. In fiscal 2021, we expanded our capabilities by acquiring Prospera Technologies, Ltd., a leading provider of artificial intelligence and machine learning solutions for agronomic monitoring.
With over 175,000 connected devices, our technology solutions help farmers detect potential field issues early while optimizing water and energy use. We leverage this expertise to focus on irrigation optimization, machine health advancements, and predictive analytics.
We believe that mechanized irrigation can improve water application efficiency by 40% to 90% compared to traditional methods by delivering water uniformly to the root zone and minimizing runoff. Reduced runoff not only conserves water but also improves the quality of adjacent rivers, aquifers, and streams, contributing environmental benefits and supporting vital water conservation efforts.
Water scarcity is a key driver of demand in our Agriculture segment. With agriculture consuming the majority of available freshwater, efficient irrigation is essential for sustainable food production. We believe that mechanized irrigation can improve water application efficiency compared to traditional methods by delivering water uniformly to the root zone and minimizing runoff.
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Additionally, our patented vibration mitigation technology improves roadway safety by reducing wind-induced vibrations and material fatigue, promoting long-term stability and durability. We also provide comprehensive highway safety systems, including guardrail barriers, wire rope safety barriers, and crash attenuation barriers, primarily serving the Australian and Indian markets.
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In addition, demand from data center construction is increasing as cloud computing, artificial intelligence, and digitalization drive the need for reliable power infrastructure, transmission capacity, and grid resiliency to support energy-intensive facilities. We also serve the transportation, commercial construction, and industrial markets. Our transportation product portfolio includes traffic structures, roadway and street lighting, and high-mast lighting.
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The Solar market is driven by the global shift towards renewable energy adoption and incentives for clean energy investments. As utilities accelerate the development of large-scale solar power projects and micro-grid applications, our single-axis solar tracker solutions will play a crucial role in maximizing energy production.
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Each galvanizing location is supported by a dedicated sales team, ensuring personalized attention and responsiveness to our clients’ needs. 4 Table of Contents Agriculture Segment Products and Services ● Irrigation Equipment and Parts: Under our Valley ® brand, we manufacture and distribute center pivot and lateral move irrigation equipment, along with service parts, to enhance agricultural productivity.
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Our competitive edge lies in our service quality and our ability to integrate solutions from our Utility product line, enabling us to deliver comprehensive full-grid solutions. This integration allows us to offer complete, end-to-end solutions, distinguishing us from competitors that focus solely on a single product offering.
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We offer market-competitive compensation and benefits programs that vary by country and are designed to comply with local legal requirements and support employee well-being. In the U.S., this includes access to health insurance, paid and unpaid leave, retirement plans, and coverage for life, disability, and accidents.
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Utility and Solar products are typically sold directly to electrical utilities, developers, or energy providers, though some transactions are facilitated through commissioned sales agents. 4 Table of Contents Due to the high cost of freight, our galvanizing services are generally limited to a radius of about 300 to 500 miles.
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For international markets, our irrigation machines are largely consistent with those produced for North America, ensuring uniform quality and functionality.
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Water scarcity is a key driver of demand in our Agriculture segment. It is estimated that only 2.5% of the world’s total water supply is freshwater, and of that, only 30% is accessible for human use.
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With agriculture consuming the majority of available freshwater, efficient irrigation is essential for sustainable food production. 5 Table of Contents These conditions—along with a growing global population, improving diets, and government-backed food security programs—highlight the need for water efficient farming solutions and increased food production.
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We expect the majority of the fiscal 2024 backlog to be fulfilled in fiscal 2025.
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Employees also have access to health insurance, paid and unpaid leave, retirement plans, and coverage for life, disability, and accidents.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe assumed an underfunded pension liability as part of the fiscal 2010 acquisition of Delta Ltd., which may require increased funding and impose restrictions on excess cash usage. Delta Ltd. sponsors a U.K. defined benefit pension plan (the “Plan”), which, as of December 28, 2024, covered approximately 5,150 former employees, either inactive or retired.
Biggest changeDelta Ltd. sponsors a U.K. defined benefit pension plan (the “Plan”), which, as of December 27, 2025, covered approximately 5,000 former employees, either inactive or retired. The Plan has no active employee members. The funded status measures the difference between the projected benefit obligation and the fair value of the plan assets as of fiscal year end.
Regulatory and business developments related to climate change could adversely affect our operations and the demand for our products. We closely monitor scientific discussions and legislative developments regarding climate change, including proposed regulations, to assess their potential impact on our business.
Regulatory and business developments regarding climate change could adversely impact our operations and demand for our products. Regulatory and business developments related to climate change could adversely affect our operations and the demand for our products. We closely monitor scientific discussions and legislative developments regarding climate change, including proposed regulations, to assess their potential impact on our business.
The following factors increase the cost and reduce the availability of these commodities: ● increased demand, which occurs when we and other industries require greater quantities of these commodities, which can result in higher prices and longer lead times to receive them from suppliers; ● lower production levels of these commodities, due to reduced production capacities or shortages of materials needed to produce them (such as coke and scrap steel for the production of steel), which could result in reduced supplies, higher costs for us, and increased lead times; ● increased costs of major inputs, such as scrap steel, coke, iron ore, and energy; ● fluctuations in foreign exchange rates, which can impact the relative cost of these commodities, which may affect the cost effectiveness of imported materials and limit our options for acquiring them; and ● international trade disputes, import duties, tariffs, and quotas, as we import some steel and aluminum components and products for various product lines.
The following factors increase the cost and reduce the availability of these commodities: ● increased demand, which occurs when we and other industries require greater quantities of these commodities, which can result in higher prices and longer lead times to receive them from suppliers; ● lower production levels of these commodities, due to reduced production capacities or shortages of materials needed to produce them (such as coke and scrap steel for the production of steel), which could result in reduced supplies, higher costs for us, and increased lead times; ● increased costs of major inputs, such as scrap steel, coke, iron ore, and energy; ● fluctuations in foreign exchange rates, which can impact the relative cost of these commodities, which may affect the cost-effectiveness of imported materials and limit our options for acquiring them; and 9 Table of Contents ● international trade disputes, import duties, tariffs, and quotas, as we import some steel and aluminum components and products for various product lines.
Although this funding obligation was factored into the acquisition price of Delta, the Plan’s funding status may still have adverse effects on the combined company, including: ● U.K. laws and regulations typically require the Plan trustees to agree on a new funding plan every three years, with the most recent plan established in fiscal 2022.
Although this funding obligation was factored into the acquisition price of Delta, the Plan’s funding status may still have adverse effects on the combined company, including: ● U.K. laws and regulations typically require the Plan trustees to agree on a new funding plan every three years, with the most recent plan established in fiscal 2025.
Ongoing debates about the presence and scope of climate change, along with increasing legislative and regulatory attention, are expected to continue. Our production processes and the market for our products are influenced by such laws and regulations. Compliance with these measures may result in higher costs for raw materials and transportation.
Ongoing debates about the presence and scope of climate change, along with increasing legislative and regulatory attention, are likely to continue. Our production processes and the market for our products are influenced by such laws and regulations. Compliance with these measures may result in higher costs for raw materials and transportation.
However, the timing and distribution of federal infrastructure funds remain uncertain. Infrastructure spending may also decline due to factors beyond our control, including budget constraints, reduced tax revenues, and legislative delays affecting appropriations. We are subject to currency fluctuations from our international sales, which can negatively impact our reported earnings.
However, the timing and distribution of federal infrastructure funds remain uncertain. Infrastructure spending may also 10 Table of Contents decline due to factors beyond our control, including budget constraints, reduced tax revenues, and legislative delays affecting appropriations. We are subject to currency fluctuations from our international sales, which can negatively impact our reported earnings.
ITEM 1A. RISK FACTORS The following risk factors describe various risks that may affect our business, financial condition, and operations. Economic and Business Risks The ultimate consumers of our products operate in cyclical industries, which have experienced significant downturns that have adversely impacted our sales in the past and may do so again in the future.
ITEM 1A. RISK FACTORS The following risk factors describe various risks that may affect our business, financial condition, and operations. 8 Table of Contents Economic and Business Risks The ultimate consumers of our products operate in cyclical industries, which have experienced significant downturns that have adversely impacted our sales in the past and may do so again in the future.
These fluctuations could be material and adversely affect our overall financial condition, results of operations, and liquidity. 9 Table of Contents Changes in prices and reduced availability of key commodities such as steel, aluminum, zinc, natural gas, and fuel may increase our operating costs, likely reducing our net sales and profitability.
These fluctuations could be material and adversely affect our overall financial condition, results of operations, and liquidity. Changes in prices and reduced availability of key commodities such as steel, aluminum, zinc, natural gas, and fuel may increase our operating costs, likely reducing our net sales and profitability.
Additionally, an economic downturn in Europe, Australia, or China could reduce demand if customers in these regions face credit challenges. 10 Table of Contents Our Infrastructure segment, particularly for lighting, transportation, and highway safety products, relies heavily on government funding. U.S. federal funding initiatives, such as the IIJA and IRA, bolster long-term demand for our products.
Additionally, an economic downturn in Europe, Australia, or China could reduce demand if customers in these regions face credit challenges. Our Infrastructure segment, particularly for lighting, transportation, and highway safety products, relies heavily on government funding. U.S. federal funding initiatives, such as the IIJA and IRA, bolster long-term demand for our products.
If we struggle to attract and retain these critical skills, it could negatively impact our ability to grow profitably in the future. We face strong competition in the markets we serve. We experience competitive pressures from various companies across all our markets. Our competitors include both companies offering similar technologies and those providing alternative solutions, such as drip irrigation.
If we struggle to attract and retain these critical skills, it could negatively impact our ability to grow profitably in the future. We face strong competition in the markets we serve. We experience competitive pressures from various companies across all our markets. Our competitors include both companies offering similar technologies and those providing alternative solutions.
Under certain circumstances, regulations could trigger an immediate funding obligation significantly greater than the asset recognized for accounting purposes as of December 28, 2024. This obligation, calculated based on the cost of purchasing annuities to cover liabilities, could impact our ability to finance business growth or meet other financial commitments.
Under certain circumstances, regulations could trigger an immediate funding obligation significantly greater than the asset recognized for accounting purposes as of December 27, 2025. This obligation, calculated based on the cost of purchasing annuities to cover liabilities, could impact our ability to finance business growth or meet other financial commitments.
Steel is particularly significant for our Utility product line, where the cost of steel has accounted for approximately 50% of net sales on average. Assuming a similar sales mix, a hypothetical 20% change in the price of steel would have affected our net sales in this product line by approximately $110.0 million for the fiscal year ended December 28, 2024.
Steel is particularly significant for our Utility product line, where the cost of steel has accounted for approximately 50% of net sales on average. Assuming a similar sales mix, a hypothetical 20% change in the price of steel would have affected our net sales in this product line by approximately $110.0 million for the fiscal year ended December 27, 2025.
Changes in actuarial assumptions, such as discount rates, inflation, interest rates, investment returns, and mortality projections, could increase the Plan’s underfunded position, requiring higher contributions to cover liabilities. ● The U.K. government regulates the Plan, and its trustees represent the interests of covered workers.
Changes in actuarial assumptions, such as discount rates, inflation, interest rates, investment returns, and mortality projections, could reduce the Plan’s funded position, requiring higher contributions to cover liabilities. ● The U.K. government regulates the Plan, and its trustees represent the interests of covered workers.
At times, our borrowings have been significant, with the majority of our interest‑bearing debt incurred by U.S. entities. Rising interest rates have increased our borrowing costs. Our level of indebtedness may have significant consequences, including: ● Our ability to meet obligations under our debt agreements could be impacted.
At times, our borrowings have been significant, with the majority of our interest‑bearing debt incurred by U.S. entities. Our level of indebtedness may have significant consequences, including: ● Our ability to meet obligations under our debt agreements could be impacted.
In fiscal 2024, our sales to the U.S. electric utility industry were over $1.0 billion. Utilities may defer purchases of our products by reducing capital expenditures for reasons such as unfavorable regulatory environments, a slow U.S. economy, or financing constraints.
In fiscal 2025, our sales to the U.S. electric utility industry were approximately $1.5 billion. Utilities may defer purchases of our products by reducing capital expenditures for reasons such as unfavorable regulatory environments, a slow U.S. economy, or financing constraints.
We sell our products in many countries worldwide, with approximately 30% of our fiscal 2024 net sales occurring outside the U.S. These sales are often conducted in foreign currencies, primarily the Australian dollar, Brazilian real, Chinese renminbi, and euro.
We sell our products in many countries worldwide, with approximately 28% of our fiscal 2025 net sales occurring outside the U.S. These sales are often conducted in foreign currencies, primarily the Australian dollar, Brazilian real, Chinese renminbi, euro, and Indian rupee.
Consequently, our foreign business operations, sales, and profits will continue to be subject to the following risks: ● political and economic instability, which may reduce the value of or lead to the loss of our investment; ● economic recessions in key markets, potentially decreasing international sales; ● natural disasters and public health crises that could disrupt our workforce, manufacturing operations, and sales; ● increased costs and challenges related to staffing and managing international operations, impacting both profitability and reporting functions; ● potential violations of local laws or unauthorized management actions that could harm our competitive position or financial performance; ● difficulty enforcing intellectual property rights, including patents on our manufacturing machinery, poles, and irrigation designs, outside the U.S.; ● rising tariffs, export controls, taxes, and other trade barriers, which may reduce sales and profitability; and ● acts of war or terrorism.
As international sales remain a significant portion of our business, our foreign operations, sales, and profits will continue to be subject to the following risks: ● political and economic instability, which may reduce the value of or lead to the loss of our investment; ● economic recessions or volatility in key markets, including within our CALA region, that may reduce sales; ● natural disasters and public health crises that could disrupt our workforce, manufacturing operations, and sales; ● increased costs and challenges related to staffing and managing international operations; ● potential violations of local laws or unauthorized management actions that could harm our competitive position or performance; ● difficulty enforcing intellectual property rights outside the U.S., including patents related to our manufacturing machinery, poles, and irrigation designs; ● rising tariffs, export controls, taxes, and other trade barriers, which may reduce sales and profitability; and ● acts of war or terrorism.
Hot-rolled steel coil and other carbon steel products have historically constituted approximately one-third of the cost of manufacturing our products. We also use large quantities of aluminum for lighting structures and zinc for galvanizing most of our steel products. Our facilities consume large amounts of natural gas for heating and processing tanks in our galvanizing operations.
Hot-rolled steel coil and other carbon steel products have historically represented a substantial portion of the cost to manufacture our products. We also use large quantities of aluminum for lighting structures and zinc for galvanizing most of our steel products. Our facilities consume large amounts of natural gas for heating and processing tanks in our galvanizing operations.
If they emerge with reduced debt obligations, they may be able to operate at lower prices, putting pressure on our margins. Some customers have also shifted manufacturing or sourcing operations overseas, negatively impacting our sales of galvanizing services. To remain competitive, we must invest in manufacturing, product development, and customer service.
If they emerge with reduced debt obligations, they may be able to operate at lower prices, putting pressure on our margins. Some customers have also shifted manufacturing or sourcing operations overseas, negatively impacting our sales of galvanizing services.
We may not have the funds to pay all such debt or to obtain sufficient financing to refinance it. Even if financing is available, the terms may not be favorable. 13 Table of Contents As of December 28, 2024, we had $164.3 million in cash and cash equivalents. Approximately 83% of our consolidated cash balance is held outside the U.S.
We may not have the funds to pay all such debt or to obtain sufficient financing to refinance it. Even if financing is available, the terms may not be favorable. As of December 27, 2025, we had $187.1 million in cash and cash equivalents. Approximately 77% of our consolidated cash balance is held outside the U.S.
In the U.S., certain regions are considering policies that may restrict water use for irrigation. These factors could prompt farmers to delay capital expenditures for farm equipment, potentially slowing or even reversing growth in irrigation equipment and tubing sales. In February 2025, the U.S.
Changes in government farm support programs, financing aids, and irrigation water use policies can influence the demand for our irrigation equipment. In the U.S., certain regions are considering policies that may restrict water use for irrigation. These factors could prompt farmers to delay capital expenditures for farm equipment, potentially slowing or even reversing growth in irrigation equipment and tubing sales.
Foreign Corrupt Practices Act, the United Kingdom (“U.K.”) Bribery Act, and other similar regulations. These laws generally prohibit companies and their intermediaries from offering improper payments or anything of value to influence government officials or private individuals to gain a business advantage, regardless of local customs or legality. Global enforcement of anti-corruption laws has increased significantly in recent years.
These laws generally prohibit companies and their intermediaries from offering improper payments or anything of value to influence government officials or private individuals to gain a business advantage, regardless of local customs or legality. Global enforcement of anti-corruption laws has increased significantly in recent years.
We maintain a significant manufacturing presence in Australia, Brazil, Europe, and Mexico—regions affected by U.S. trade policies, including tariffs on a broad range of imports, as well as retaliatory measures from foreign governments, particularly China.
We maintain significant manufacturing operations in Australia, Brazil, Europe, and Mexico—regions that may be affected by changes in U.S. and foreign trade policies, including tariffs on a broad range of imports and retaliatory measures imposed by foreign governments, such as China.
As a result, if demand for specific structure types in the Utility market changes unexpectedly, our ability to adjust manufacturing capacity in the near term may be limited. Establishing new manufacturing capacity or expanding existing capacity involves significant vendor lead times, capital investments, and customer approvals, all of which further delay our ability to respond to unexpected increases in demand.
As a result, if demand for specific structure types in the Utility or Infrastructure markets changes unexpectedly, our ability to adjust manufacturing capacity in the near term may be limited. Establishing new manufacturing capacity or expanding, reconfiguring, or restarting existing capacity involves significant vendor lead times, capital investments, and, in certain cases, customer approvals.
As of December 28, 2024, we had a total of $757.9 million in outstanding indebtedness, of which $2.9 million matures within the next five fiscal years. Additionally, as of December 28, 2024, we had $799.8 million in borrowing capacity under our revolving credit facility. We occasionally borrow funds for business acquisitions and share repurchases.
As of December 27, 2025, we had a total of $829.5 million in outstanding indebtedness, of which $65.6 million matures within the next five fiscal years. Additionally, as of December 27, 2025, we had $734.8 million in additional borrowing capacity under our revolving credit facility. We occasionally borrow funds for business acquisitions and share repurchases.
These matters can be costly to defend, divert management’s attention, require payment of damages, or restrict our business operations. From time to time, we face disputes, with and without merit, that may result in significant costs and divert management’s focus and resources, even if the dispute does not proceed to litigation. The outcomes of complex legal proceedings are inherently uncertain.
From time to time, we face disputes, with and without merit, that may result in significant costs and divert management’s focus and resources, even if the dispute does not proceed to litigation. The outcomes of complex legal proceedings are inherently uncertain.
Additionally, complaints filed against us may not specify the damages sought, making it challenging to estimate a potential range of liabilities. Even when we can estimate losses, the actual amounts may be materially higher than expected. Resolving litigation or threatened litigation could result in substantial payments or agreements that limit our business operations.
Additionally, complaints filed against us may not specify the damages sought, making it challenging to estimate a potential range of liabilities. Resolving litigation or threatened litigation could result in substantial 13 Table of Contents payments or agreements that limit our business operations.
Increases in the selling prices of our products may not fully recover higher commodity costs and generally lag increases in these costs. Consequently, an increase in commodity prices will increase our operating costs and likely reduce our profitability.
Increases in the selling prices of our products may not fully recover higher commodity costs and generally lag increases in these costs. Consequently, an increase in commodity prices will increase our operating costs and likely reduce our profitability. Rising steel prices can put pressure on gross profit margins, especially in our Infrastructure segment product lines.
Since some sales in the Infrastructure segment are fixed-price contracts, rapid increases in steel costs likely result in lower operating income. Steel prices for both hot-rolled coil and plate can also decrease substantially in a given period, as occurred in the fourth quarter of fiscal 2021 and much of fiscal 2022.
The time between the release of a customer’s purchase order and the manufacturing of the product can span several months. Since some sales in the Infrastructure segment are fixed-price contracts, rapid increases in steel costs likely result in lower operating income. Steel prices for both hot-rolled coil and plate can also decrease substantially in a given period.
We believe recent volatility stems from increased global steel production and shifting consumption patterns, particularly in fast-growing economies like China and India. The speed with which steel suppliers impose price increases on us may prevent us from fully recovering these price increases, particularly in our L&T and Utility businesses.
Volatility in steel prices can result from changes in global steel production, trade policies, and shifting consumption patterns. The speed with which steel suppliers impose price increases on us may prevent us from fully recovering these price increases, particularly in our L&T and Utility businesses.
We may encounter challenges in quickly adjusting our manufacturing capacity to respond to sudden shifts in demand for Infrastructure products. Producing large engineered structures for Infrastructure customers requires significant machinery and often necessitates operating our facilities at or near full capacity to achieve optimal utilization.
Challenges in managing manufacturing capacity and responding to demand volatility could adversely affect our business. Producing large engineered structures for Infrastructure customers requires significant machinery and often necessitates operating our manufacturing facilities at or near full capacity to achieve optimal utilization.
We regularly explore opportunities to acquire businesses that align with our core competencies, some of which may be material to us. We expect these acquisitions to result in better operating performance than we would otherwise achieve. However, we cannot guarantee that this expectation will be realized for any given acquisition.
We expect these acquisitions to result in better operating performance than we would otherwise achieve. However, we cannot guarantee that this expectation will be realized for any given acquisition.
Failure to successfully commercialize or protect our intellectual property rights may materially impact our business, financial condition, and operating results. The commercialization and protection of our patents, trademarks, trade secrets, copyrights, proprietary processes, and other technologies are essential to maintaining our competitive position. We rely on patents, trademarks, trade secrets, copyrights, and contractual restrictions to safeguard our intellectual property.
The commercialization and protection of our patents, trademarks, trade secrets, copyrights, proprietary processes, and other technologies are essential to maintaining our competitive position. We rely on patents, trademarks, trade secrets, copyrights, and contractual restrictions to safeguard our intellectual property. However, our ability to successfully commercialize these rights, particularly for emerging technologies, depends on applying the right business strategies.
These incidents could lead to legal risks, fines, penalties, negative publicity, theft, modification or destruction of proprietary information, defective products, production downtimes, and operational disruptions.
These incidents could lead to legal risks, fines, penalties, negative publicity, theft, modification or destruction of proprietary information, defective products, production downtimes, 16 Table of Contents and operational disruptions. All of these could harm our reputation and competitiveness, and materially affect our business strategy, results of operations, or financial condition.
Legal and Regulatory Risks Our operations are subject to trade policies, tariffs, and trade agreements, and any further changes could adversely affect our business, potentially leading to a decline in sales and profits or the loss of certain foreign investments. As a global manufacturing company, we operate over 80 manufacturing plants across six continents.
Legal and Regulatory Risks Our operations are subject to trade policies, tariffs, and trade agreements, and further changes could adversely affect our business, potentially reducing sales, increasing costs, or resulting in the loss of certain foreign investments.
As a result, we face the risk of losing foreign investments or experiencing a significant decline in sales and profits due to the challenges of operating in foreign markets. Failure to comply with anti-corruption laws could result in fines, criminal penalties, and harm to our business. We are subject to anti-corruption laws, including the U.S.
As a result, we face the risk of losing foreign investments or experiencing a significant decline in sales and profits due to the challenges of operating in foreign markets.
However, our ability to successfully commercialize these rights, particularly for emerging technologies, depends on applying the right business strategies. Our intellectual property protections may be challenged, invalidated, circumvented, or deemed unenforceable. Third parties may infringe upon or misappropriate our rights, and enforcing them could lead to significant, unrecoverable litigation costs.
Our intellectual property protections may be challenged, invalidated, circumvented, or deemed unenforceable. Third parties may infringe upon or misappropriate our rights, and enforcing them could lead to significant, unrecoverable litigation costs. Failure to effectively commercialize or protect our intellectual property could materially harm our business, financial condition, and operating results.
Additionally, we have occasionally been identified as a potentially responsible party under Superfund or similar state laws. While we are not aware of any contaminated sites not accounted for in our Consolidated Financial Statements for known obligations, unforeseen contamination discoveries or additional cleanup requirements could result in liabilities beyond our current provisions.
Additionally, we have occasionally been identified as a potentially responsible party under Superfund or similar state laws. Although we have recorded all known environmental obligations in our Consolidated Financial Statements, the discovery of previously unidentified contamination or the need for additional remediation could result in liabilities exceeding our existing provisions.
Similarly, rapid decreases in steel prices can result in reduced operating margins in our Utility businesses due to long production lead times. Demand for our infrastructure products, including coating services, is highly dependent on overall infrastructure spending. We manufacture and distribute engineered infrastructure products for lighting, traffic, utility, and other specialty applications. Our Coatings product line serves various construction‑related industries.
Demand for our infrastructure products, including coating services, is highly dependent on overall infrastructure spending. We manufacture and distribute engineered infrastructure products for lighting, traffic, utility, and other specialty applications. Our Coatings product line serves various construction‑related industries. Because these products are primarily used in infrastructure projects, sales are closely tied to construction activity, which has historically been cyclical.
Some of our foreign subsidiaries in India, New Zealand, and Australia manufacture highway safety products primarily for non-U.S. markets and license certain guardrail design patents to third parties. Currently, U.S. product liability lawsuits have been filed against companies that manufacture and install specific guardrail products, some of which involve a foreign subsidiary due to its design patent.
Design patent litigation related to guardrails could reduce demand for these products and increase litigation risk. Some of our foreign subsidiaries in India, New Zealand, and Australia manufacture highway safety products primarily for non-U.S. markets and license certain guardrail design patents to third parties.
Managing operations across diverse geographic markets also requires hiring, training, and retaining skilled local management, which impacts both operational performance and financial reporting. 11 Table of Contents We expect international sales to continue representing a significant portion of our net sales.
Managing operations across diverse geographic markets also requires hiring, training, and retaining skilled local management, which affects operational performance and financial reporting.
Even if we are liable in future lawsuits, the costs of defending such actions may be significant and could exceed the coverage limits or remain uncovered by our insurance policies. Design patent litigation related to guardrails could reduce demand for these products and increase litigation risk.
Even if we are liable in future lawsuits, the costs of defending such actions may be significant and could exceed the coverage limits or remain uncovered by our insurance policies. As required by accounting principles generally accepted in the U.S., we establish reserves when legal matters become probable and reasonably estimable.
Under the current agreement with the Plan trustees, we are obligated to provide annual funding of approximately £13.1 million ($16.7 million) to address the funding shortfall at the time of acquisition, along with an additional approximately £1.9 million ($2.5 million) for administrative expenses.
As of December 27, 2025, the Plan was overfunded by approximately £29.4 million ($39.7 million) for accounting purposes. Under the current agreement with the Plan trustees, we are obligated to provide annual funding of approximately £4.0 million ($5.2 million) depending on the Plan’s funding levels, along with an additional approximately £2.4 million ($3.2 million) for administrative expenses.
At times, we may need to adjust pricing, particularly for customers in struggling industries. However, we cannot guarantee our competitive position in all markets. 14 Table of Contents We may not achieve the improved operating results we anticipate from future acquisitions, and we may face difficulties integrating the acquired businesses or inherit significant liabilities associated with them.
At times, we may need to adjust pricing, particularly for customers in struggling industries. However, we cannot guarantee our competitive position in all markets. The use of artificial intelligence presents risks and challenges that may adversely impact our business and operating results.
Repatriating funds to meet U.S. cash needs could be subject to legal restrictions, tax liabilities, or contractual limitations. Additionally, as we use cash for acquisitions and other purposes, these factors could have a material adverse effect on our business, financial condition, results of operations, cash flows, and future prospects.
Additionally, as we use cash for acquisitions and other purposes, these factors could have a material adverse effect on our business, financial condition, results of operations, cash flows, and future prospects. 14 Table of Contents We assumed an underfunded pension liability as part of the fiscal 2010 acquisition of Delta Ltd., which may require increased funding and impose restrictions on excess cash usage.
Failure to effectively commercialize or protect our intellectual property could materially harm our business, financial condition, and operating results. 12 Table of Contents We have been, and may continue to be, involved in litigation or threatened litigation, the outcomes of which can be difficult to predict.
We have been, and may continue to be, involved in litigation or threatened litigation, the outcomes of which can be difficult to predict. These matters can be costly to defend, divert management’s attention, require payment of damages, or restrict our business operations.
In fiscal 2024, approximately 30% of our net sales came from markets outside of the U.S. Demand for our products and our profitability are influenced by global trade relations.
As a global manufacturing company, we operate over 80 manufacturing facilities across six continents and approximately 28% of our fiscal 2025 net sales were generated outside the U.S. Our demand, cost structure, and profitability are influenced by global trade relations.
Then, on February 10, 2025, he announced a 25% tariff on all steel and aluminum imports into the U.S., set to take effect on March 4, 2025.
As of June 4, 2025, a 50% tariff is assessed on the steel and aluminum content of certain steel and aluminum imports into the U.S.
Higher energy and nitrogen-based fertilizer costs, driven by rising oil and natural gas prices, increase farmers’ operating expenses. Furthermore, uncertainty regarding future government agricultural policies may lead to indecision among farmers. Changes in government farm support programs, financing aids, and irrigation water use policies can influence the demand for our irrigation equipment.
Higher input costs for producing crops, including energy, seed, fertilizer, chemicals, labor, equipment, financing, and transportation, increase farmers’ operating expenses. Consequently, our Agriculture segment business has experienced peaks and troughs. For example, since fiscal 2022, net sales in the segment have leveled off after strong growth. Furthermore, uncertainty regarding future government agricultural policies may lead to indecision among farmers.
Removed
Department of Agriculture forecasted U.S. net farm income for 2025 to be $180.1 billion, an increase of $41.0 billion (or 29.5%) compared to 2024. This rise is primarily due to an increase in direct government support payments, partially offset by lower cash receipts from corn and soybeans.
Added
Similarly, decreases in steel prices can result in reduced operating margins in our Utility businesses due to long production lead times. Our ability to effectively manage the procurement and inventory of key components and raw materials may be adversely affected by supply disruptions and demand volatility, which could reduce our profitability.
Removed
Rising steel prices, as seen in the first half of fiscal 2021 and the first quarter of fiscal 2023, can put pressure on gross profit margins, especially in our Infrastructure segment product lines. The time between the release of a customer’s purchase order and the manufacturing of the product can span several months.
Added
Our Agriculture and Infrastructure businesses are subject to pronounced business cycles and, at times, sudden changes in customer demand. Our operating results depend in part on our ability to accurately forecast demand and procure inventories that align with production schedules and customer delivery requirements.
Removed
Because these products are primarily used in infrastructure projects, sales are closely tied to construction activity, which has historically been cyclical.
Added
In recent years, global supply chain disruptions and availability constraints for certain components and raw materials have adversely affected our ability to manage inventory efficiently. To mitigate the risk of supply disruptions, we may increase inventory levels for certain components or materials.
Removed
Recently proposed trade policies and tariffs could increase the cost of goods that we and our suppliers purchase from Canada, China, and Mexico, which would increase our cost of goods sold. Additionally, our Mexican operations play a vital role in our Infrastructure segment, exporting approximately $230.0 million of steel structures to the U.S. in fiscal 2024.
Added
While this strategy may support continuity of operations, it also increases the risk that inventories may become excess or obsolete if customer demand weakens, forecasts fail to materialize, or customers delay or cancel orders due to adverse conditions in their end markets.
Removed
Moreover, indirect effects of trade restrictions, such as China’s tariffs on imported soybeans impacting U.S. farm income, can reduce demand for our products. On February 3, 2025, U.S. President Trump announced a one-month delay in imposing tariffs on imports from Mexico.
Added
If we determine that inventory is excess or obsolete, we would be required to record inventory reserve charges or write-offs, which could adversely affect our gross margins, operating results, and financial condition. These risks may be exacerbated during periods of economic uncertainty or rapid changes in market conditions.
Removed
These actions, along with any future legislation or measures by the U.S. federal government that restrict trade, such as additional tariffs, trade barriers, or other protectionist or retaliatory measures, could adversely impact our financial results, depending on their timing and duration.
Added
Adverse economic conditions, particularly in certain international markets, could impair the collectability of our accounts receivable and adversely affect our operating results. Adverse economic conditions in certain international regions, most notably Brazil, may increase our exposure to credit losses resulting from financial distress, insolvency, or potential bankruptcy of our Agriculture or Infrastructure customers.
Removed
Some of our international operations are in regions with political instability, such as the Middle East, or economic uncertainty, such as Western Europe.
Added
Under these conditions, customers may delay payments or be unable to meet their obligations to us. Our accounts receivable are stated at net estimated realizable value, and our allowance for credit losses is based on management’s judgment and estimates, including receivable aging, the creditworthiness of significant individual customers, historical loss experience, and current and forecasted economic conditions.
Removed
This litigation could decrease demand for these products or affect government approvals for their use, both domestically and internationally. It may also increase litigation risks for our foreign subsidiaries, negatively impacting their sales and licensing revenue.
Added
These estimates may not accurately predict actual future credit losses, particularly during periods of heightened economic uncertainty or rapid deterioration in customer financial conditions.
Removed
The Plan has no active employee members. As of December 28, 2024, the Plan was overfunded by approximately £37.0 million ($46.5 million) for accounting purposes.
Added
If our assumptions regarding customer credit risk or economic conditions prove inaccurate, or if adverse conditions persist or worsen, we may be required to record additional provisions for credit losses, which could adversely affect our operating results, financial condition, and cash flows.
Removed
All of these could harm our reputation and competitiveness, and materially affect our business strategy, results of operations, or financial condition. 15 Table of Contents Regulatory and business developments regarding climate change could adversely impact our operations and demand for our products.
Added
Recent and ongoing tariff actions affecting steel, aluminum, and goods imported from Canada, China, and Mexico, have increased uncertainty regarding the cost and availability of raw materials and components critical to our manufacturing operations.
Removed
These limitations could lead to delays in order fulfillment, customer dissatisfaction, potential business loss, inventory imbalances, increased labor and material costs, reduced productivity, lower profit margins, reputational harm, and a weakened market position. If we are unable to effectively address these challenges, it could have a material adverse impact on our business, financial condition, and operating results.
Added
These actions, as well as any future changes in tariffs, trade agreements, or the imposition of new protectionist or retaliatory measures, could increase our cost of goods sold, reduce margins, disrupt supply chains, or adversely affect our financial results. 11 Table of Contents In addition, retaliatory trade actions by China, such as tariffs on imported U.S. soybeans, may continue to pressure U.S. farm income.
Added
Because reduced farm income can directly affect growers’ purchasing decisions, including for mechanized irrigation equipment, these trade dynamics may negatively impact demand for our products in the U.S. agricultural market. Several of our international operations are located in regions experiencing political or economic instability.
Added
In particular, certain countries within our Caribbean and Latin America (“CALA”) region, such as Brazil and Argentina, continue to face economic volatility, inflationary pressures, and uncertain regulatory environments, all of which can affect demand, foreign currency cash flows, and financial results. We also operate in areas with heightened geopolitical risk, such as the Middle East.
Added
Changes in the application and enforcement of U.S. trade and tariff laws, including Section 232 tariffs on steel and aluminum content, could increase our costs and adversely affect our results of operations. We manufacture Utility structures in Mexico and ship them to customers in the U.S.
Added
While most of the structures we sell to U.S. customers are manufactured domestically, we imported approximately $220.0 million of fabricated steel structures from Mexico into the U.S. during fiscal 2025. We are subject to U.S. and foreign trade laws and tariffs, including Section 232 tariffs applicable to certain steel and aluminum products and derivative articles.
Added
Although an exemption exists for fabricated structures produced using steel that was melted and poured in the U.S., and the structures produced at our Mexico facility are U.S.-Mexico-Canada Agreement-compliant, changes in the interpretation, application, or availability of these tariffs or exemptions could increase our costs or adversely affect the competitiveness of products manufactured outside the U.S.
Added
In February 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act were invalid, but the decision did not affect existing Section 232 tariffs on steel and aluminum.
Added
As a result, there may be increased reliance on, expansion of, or changes to Section 232 tariffs or other trade measures, which could increase our tariff exposure and adversely affect our costs, results of operations, or cash flows.
Added
We are continuing to monitor legal developments, potential replacement measures, and related regulatory actions, including newly announced global tariffs on certain foreign goods, and we may be required to adjust our sourcing, pricing, or compliance practices in response to such changes. U.S.
Added
Customs and Border Protection (“CBP”) has increased scrutiny of how Section 232 duties apply to imported products, including the valuation methodologies used to calculate such duties. In February 2026, we received CBP inquiries relating to the valuation methodology applied to historical import entries. These inquiries are ongoing, and no final 12 Table of Contents determinations have been made.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+3 added−1 removed5 unchanged
Biggest changeWe implement policies and practices to mitigate risks to organizational data and operational processes. 16 Table of Contents Our Global Data Privacy Program continues to align with environmental, social, and corporate governance standards, taking into account both the risks and benefits of privacy-driven spending.
Biggest changeWe measure our security performance using the International Organization for Standardization 27001 Framework and Enterprise Risk Management strategies. We implement policies and practices to mitigate risks to organizational data and operational processes. Our Global Data Privacy Program continues to align with environmental, social, and corporate governance standards, taking into account both the risks and benefits of privacy-driven spending.
The Board has delegated risk oversight of operational, compliance, and financial matters, including cybersecurity and information technology risk, to the Audit Committee. Our Director of Security has extensive experience implementing and managing cybersecurity policies, including overseeing investments in tools, resources, and processes that enables the continued maturity of our cybersecurity program.
The Board has delegated risk oversight of operational, compliance, and financial matters, including cybersecurity and information technology risk, to the Audit Committee. Our Chief Information Officer has extensive experience implementing and managing cybersecurity policies, including overseeing investments in tools, resources, and processes that enables the continued maturity of our cybersecurity program.
See “Our operations could be adversely affected if our information technology systems and networks are compromised or targeted by cyberattacks” under Risk Factors in Part I, Item 1A of this report, which we incorporate here by reference. Governance The Board of Directors has oversight responsibility for cyber risks affecting the Company.
See “Our operations could be adversely affected if our information technology systems and networks are compromised or subjected to cyberattacks” under Risk Factors in Part I, Item 1A of this report, which we incorporate here by reference.
Team members supporting our information security program possess relevant educational backgrounds and industry experience. Our CEO, Chief Financial Officer, and Audit Committee receive regular reports from our Director of Security on the Company’s risk and compliance with cybersecurity matters, including data privacy, incidents, industry trends, and the prevention, detection, mitigation, and remediation of cyber incidents.
Our Chief Executive Officer, Chief Financial Officer, and Audit Committee receive regular reports from our 18 Table of Contents Chief Information Officer on the Company’s risk and compliance with cybersecurity matters, including data privacy, incidents, industry trends, and the prevention, detection, mitigation, and remediation of cyber incidents.
Removed
We measure our security performance using the International Organization for Standardization 27001 Framework and Enterprise Risk Management strategies.
Added
Successful cyberattacks or other security incidents could result in the loss of key innovations, such as artificial intelligence or Internet of Things technologies; loss of access to critical data or systems through ransomware, crypto mining, or destructive attacks; and business delays or service disruptions.
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To date, we have not identified any cybersecurity incidents that have materially affected, or are reasonably likely to materially affect, our business strategy, results of operations, or financial condition. Governance The Board of Directors has oversight responsibility for cyber risks affecting the Company.
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Team members supporting our information security program possess relevant educational backgrounds and industry experience.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOur principal manufacturing operations serving international markets are in Uberaba, Brazil; Dubai, United Arab Emirates; and Shandong, China. All facilities are owned, except for China, which is leased. Operations in the Other segment, which were divested in fiscal 2022, were located in Denmark. 17 Table of Contents
Biggest changeOur principal manufacturing operations serving international markets are in Uberaba, Brazil; Dubai, United Arab Emirates; and Shandong, China. All facilities are owned, except for China, which is leased.
ITEM 2. PROPERTIES Our corporate headquarters are located in Omaha, Nebraska, and the facility is leased through fiscal 2046. It houses the majority of our executive offices, reportable segment business units, and administrative functions. Additionally, we maintain a management headquarters in Sydney, Australia. Most of our significant manufacturing locations are owned or are subject to long-term renewable leases.
ITEM 2. PROPERTIES Our corporate headquarters are located in Omaha, Nebraska, and the facility is leased through fiscal 2046. It houses the majority of our executive offices, reportable segment business units, and administrative functions. Most of our significant manufacturing locations are owned or are subject to long-term renewable leases.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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ITEM 3. LEGAL PROCEEDINGS We are not a party to any material legal proceedings, nor are any of our properties subject to such proceedings. From time to time, we are involved in routine litigation incidental to our business operations. For further information regarding legal proceedings, please refer to Note 17 to the Consolidated Financial Statements included in this report.
Added
ITEM 3. LEGAL PROCEEDINGS The Company and certain of its subsidiaries are subject to various legal proceedings, claims, and assessments arising in the normal course of business. The Company is involved in several litigation matters in Brazil related to its operations in the Agriculture market.
Added
During the fourth quarter of fiscal 2025, the Company received an unfavorable ruling in the Brazilian appellate court system. The Company is currently awaiting a motion for clarification related to the appellate court ruling, which is expected to be received in the first half of fiscal 2026.
Added
Following receipt of the clarification, the Company will evaluate available legal options, which may include pursuing a settlement or further appeals within the Brazilian court system. Based on the information known to date, management believes that the Company has appropriately accrued in its Consolidated Financial Statements for its share of the estimable costs of these legal proceedings.
Added
The Company continuously monitors developments in these matters and other legal proceedings and will adjust its accruals if and when additional information becomes available or circumstances change. For information on legal proceedings, please refer to Note 17 to the Consolidated Financial Statements included in this report.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changePreviously, President of Global Engineered Support Structures from December 2019 to January 2023. Darryl Matthews , age 56 Group President of Agriculture since September 2024. Served as Senior Vice President of Natural Resources and Autonomy at Trimble, Inc., a company that provides integrated technology solutions for the agriculture, construction, and infrastructure industries, from September 2015 to December 2023. Timothy P.
Biggest changeServed as Senior Vice President of Natural Resources and Autonomy at Trimble, Inc., a company that provides integrated technology solutions for the agriculture, construction, and infrastructure industries, from September 2015 to December 2023. James Christopher Colwell , age 60 President of Infrastructure since May 2025. Served as President of Global Utility and Coatings from March 2023 to May 2025.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following are the names, ages, positions, and business experiences over the last five years of our current executive officers: Avner M. Applbaum , age 53 President and Chief Executive Officer since July 2023.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 19 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following are the names, ages, positions, and business experiences over the last five years of our current executive officers: Avner M. Applbaum , age 54 President and Chief Executive Officer since July 2023.
Ellen S. Dasher , age 55 Vice President of Global Taxation since December 2015. R. Andrew Massey , age 55 Vice President, Chief Legal Officer, and Corporate Secretary since July 2006. ​ 18 Table of Contents PART II
Andrew Massey , age 56 Vice President, Chief Legal Officer, and Corporate Secretary since July 2006. ​ 20 Table of Contents PART II
Served as Vice President of Investor Relations and Corporate Communications from October 2017 to February 2022. Jennifer Paisley , age 47 Senior Vice President of Human Resources since August 2024. Served as Vice President of Total Rewards and HR Operations from September 2020 to August 2024. Previously, Senior Director of HR Operations and Benefits from January 2019 to September 2020.
Served as Senior Vice President of Investor Relations and Treasurer from February 2022 to December 2025. Previously, Vice President of Investor Relations and Corporate Communications from October 2017 to February 2022. Jennifer Paisley , age 48 Chief People Officer since December 2025. Served as Senior Vice President of Human Resources from August 2024 to December 2025.
Served as Chief Financial Officer at Fortna, Inc., a supply chain optimization and automation company, from December 2022 to March 2024. Previously, Chief Financial Officer at Avnet, Inc., a global technology distributor and solutions provider, from 2018 to September 2022. Diane M. Larkin , age 60 Executive Vice President of Global Operations since June 2020.
Served as Executive Vice President and Chief Financial Officer from March 2020 to July 2023. Thomas Liguori , age 67 Executive Vice President and Chief Financial Officer since August 2024. Served as Chief Financial Officer at Fortna, Inc., a supply chain optimization and automation company, from December 2022 to March 2024.
Removed
Served as Executive Vice President and Chief Financial Officer from March 2020 to July 2023. Previously, Chief Financial Officer and Chief Operating Officer at Double E Group, an equipment manufacturer, from 2017 to March 2020. Thomas Liguori , age 66 Executive Vice President and Chief Financial Officer since August 2024.
Added
Previously, Chief Financial Officer at Avnet, Inc., a global technology distributor and solutions provider, from 2018 to September 2022. Darryl Matthews , age 57 Group President of Agriculture since September 2024.
Removed
Served as Senior Vice President of Operations and Global Supply at Pentair, a water treatment company, from 2017 to June 2020. J. Timothy Donahue , age 60 Group President of Infrastructure since July 2023. Served as Executive Vice President of Corporate and Business Development from January 2023 to July 2023.
Added
Previously, President of Global Utility from November 2019 to March 2023. Greg Turi , age 49 President of Infrastructure since May 2025. Served as President of Global Solar and Telecom from January 2023 to April 2025. Previously, Vice President of Global Generation from January 2020 to January 2023. William “Eric” Johnson , age 44 Chief Accounting Officer since October 2025.
Removed
Francis , age 48 Chief Accounting Officer since September 2024. Served as Interim Chief Financial Officer from July 2023 to August 2024 and Interim Chief Accounting Officer from December 2023 to August 2024.
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Served as Senior Vice President, Corporate Controller at Conagra Brands, Inc., a consumer packaged goods company, from July 2023 to October 2025. Previously, Assistant Controller at Conagra Brands, Inc. from September 2019 to July 2023. Renee L. Campbell , age 56 Senior Vice President of Capital Markets & Risk and Treasurer since December 2025.
Removed
Previously, Senior Vice President and Finance Business Partner of Global Operations from June 2022 to July 2023, and Senior Vice President and Controller from June 2014 to June 2022. Renee L. Campbell , age 55 Senior Vice President of Investor Relations and Treasurer since February 2022.
Added
Previously, Vice President of Total Rewards and HR Operations from September 2020 to August 2024. Sobha Mulukutla , age 51 Chief Information Officer since January 2026. Served as Vice President of Information Technology, Global Products & Supply Chain at Johnson Controls, an industrial machinery manufacturer, from November 2022 to January 2026.
Added
Previously, Executive Director, Enterprise Project Management Office at Johnson Controls from April 2022 to November 2022 and Information Technology Director and Business Partner at Bell Flight, an aviation and aerospace component manufacturer, from April 2020 to April 2022. R.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePurchases of Equity Securities By the Issuer and Affiliated Purchasers ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total number of ​ Approximate dollar ​ ​ ​ ​ ​ ​ ​ shares purchased ​ value of shares that ​ ​ Total number ​ Average ​ as part of publicly ​ may yet be purchased ​ ​ of shares ​ price paid ​ announced plans ​ under the plans Period purchased per share or programs or programs (1) September 29, 2024 to October 26, 2024 — ​ $ — — ​ $ 81,039,000 October 27, 2024 to November 30, 2024 37,011 ​ ​ 339.30 37,011 ​ ​ 68,480,000 December 1, 2024 to December 28, 2024 6,990 ​ 349.04 6,990 ​ 66,039,000 Total 44,001 ​ $ 340.85 44,001 ​ $ 66,039,000 (1) In May 2014, we announced a capital allocation philosophy that included a share repurchase program.
Biggest changePurchases of Equity Securities By the Issuer and Affiliated Purchasers ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total number of ​ Approximate dollar ​ ​ ​ ​ ​ ​ ​ shares purchased ​ value of shares that ​ ​ Total number ​ Average ​ as part of publicly ​ may yet be purchased ​ ​ of shares ​ price paid ​ announced plans ​ under the plans Period ​ ​ ​ purchased ​ ​ ​ per share ​ ​ ​ or programs ​ ​ ​ or programs (1) September 28, 2025 to October 25, 2025 61,755 ​ $ 399.87 61,755 ​ $ 615,505,000 October 26, 2025 to November 29, 2025 70,774 ​ ​ 404.65 70,774 ​ ​ 586,865,000 November 30, 2025 to December 27, 2025 48,070 ​ ​ 414.18 48,070 ​ 566,955,000 Total 180,599 ​ $ 405.55 180,599 ​ $ 566,955,000 (1) In February 2025, the Board of Directors increased the authorized capacity under our share repurchase program by $700.0 million, bringing the total authorization to $2.1 billion, with no stated expiration date.
In fiscal 2024, we paid a total of $48.4 million in dividends, compared to $49.5 million in fiscal 2023. The Board of Directors determines whether to declare dividends, including their timing and amount, based on the Company’s financial condition and other relevant factors. We currently anticipate continuing to pay dividends at levels consistent with historical distributions.
The Board of Directors determines whether to declare dividends, including their timing and amount, based on our financial condition and other relevant factors. We currently anticipate continuing to pay dividends at levels consistent with historical distributions.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the New York Stock Exchange under the ticker symbol “VMI.” Holders As of December 28, 2024, we had approximately 98,900 shareholders of common stock. Dividends Cash dividends on our common stock are paid quarterly.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the New York Stock Exchange under the ticker symbol “VMI.” Holders As of December 27, 2025, there were approximately 489 holders of record of our common stock.
The Inflation Reduction Act of 2022, enacted on August 16, 2022, introduced a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. As of December 28, 2024 and December 30, 2023, the excise tax accrued totaled $0.6 million and $2.8 million, respectively. ​ 19 Table of Contents
Since the program’s inception in May 2014, we have repurchased approximately 8.8 million shares for a total of $1.5 billion. The Inflation Reduction Act of 2022, enacted on August 16, 2022, introduced a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022.
Removed
The Board of Directors initially authorized the purchase of up to $500.0 million of the Company’s outstanding common stock over a twelve-month period at prevailing market prices, either through open market or privately negotiated transactions. The Board expanded this authorization in February 2015 and October 2018, each time adding $250.0 million with no expiration date.
Added
A substantially greater number of holders are beneficial owners whose shares are held in street name through banks, brokers, and other nominees. Dividends Cash dividends on our common stock are paid quarterly. In fiscal 2025, we paid a total of $52.5 million in dividends, compared to $48.4 million in fiscal 2024.
Removed
In February 2023, the Board increased the program by an additional $400.0 million, bringing the total authorization to $1,400.0 million, with no expiration date. As of December 28, 2024, we have repurchased 8,235,697 shares for approximately $1,334.0 million under this program.
Added
We are not obligated to make repurchases and may discontinue the program at any time. Any purchases will be funded through available liquidity and ongoing cash flows, and will be made subject to prevailing market and economic conditions. As of December 27, 2025, we had approximately $567.0 million of remaining capacity under the share repurchase program.
Removed
Subsequent to year end, on February 18, 2025, we announced the Board of Directors increased the amount authorized under the program by an additional $700.0 million, with no stated expiration date.
Added
As of December 27, 2025 and December 28, 2024, the excise tax accrued totaled $1.7 million and $0.6 million, respectively. ​ 21 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table shows how invested capital, ROIC, and Adjusted ROIC are calculated from our Consolidated Statements of Earnings and our Consolidated Balance Sheets. 29 Table of Contents The calculation of these ratios for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 28, ​ December 30, ​ December 31, Dollars in thousands ​ 2024 ​ 2023 ​ 2022 Operating income ​ $ 524,584 ​ $ 291,557 ​ $ 433,249 Tax rate ​ 25.2% ​ 38.1% ​ 27.7% Tax effect on operating income ​ (132,050) ​ (111,124) ​ (119,872) After-tax operating income ​ $ 392,534 ​ $ 180,433 ​ $ 313,377 Average invested capital ​ $ 2,396,436 ​ $ 2,504,474 ​ $ 2,437,232 Return on invested capital ​ 16.4% ​ 7.2% ​ 12.9% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income ​ $ 524,584 ​ $ 291,557 ​ $ 433,249 Impairment of goodwill and other intangible assets ​ ​ — ​ ​ 140,844 ​ ​ — Realignment charges ​ ​ — ​ ​ 35,210 ​ ​ — Other non-recurring charges ​ ​ — ​ ​ 5,626 ​ ​ — Prospera intangible asset amortization 3 ​ ​ — ​ ​ — ​ ​ 6,580 Prospera stock-based compensation 3 ​ ​ — ​ ​ — ​ ​ 9,896 Adjusted operating income ​ $ 524,584 ​ $ 473,237 ​ $ 449,725 Adjusted effective tax rate 1,2 ​ 25.2% ​ 25.9% ​ 27.7% Tax effect on adjusted operating income ​ (132,050) ​ (122,665) ​ (124,431) After-tax adjusted operating income ​ $ 392,534 ​ $ 350,572 ​ $ 325,294 Average invested capital ​ $ 2,396,436 ​ $ 2,504,474 ​ $ 2,437,232 Adjusted return on invested capital ​ 16.4% ​ 14.0% ​ 13.3% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 3,329,972 ​ $ 3,477,448 ​ $ 3,556,996 Less: Defined benefit pension asset ​ ​ (46,520) ​ ​ (15,404) ​ ​ (24,216) Less: Accounts payable ​ (372,197) ​ (358,311) ​ (360,312) Less: Accrued expenses ​ (275,407) ​ (277,764) ​ (248,320) Less: Contract liabilities ​ (126,932) ​ (70,978) ​ (172,915) Less: Income taxes payable ​ (22,509) ​ — ​ (3,664) Less: Dividends payable ​ (12,019) ​ (12,125) ​ (11,742) Less: Deferred income taxes ​ (6,344) ​ (21,205) ​ (41,091) Less: Operating lease liabilities ​ (134,534) ​ (162,743) ​ (155,469) Less: Deferred compensation ​ (33,302) ​ (32,623) ​ (30,316) Less: Other non-current liabilities ​ (20,813) ​ (12,818) ​ (13,480) Total invested capital ​ $ 2,279,395 ​ $ 2,513,477 ​ $ 2,495,471 Beginning invested capital ​ $ 2,513,477 ​ $ 2,495,471 ​ $ 2,378,992 Average invested capital ​ $ 2,396,436 ​ $ 2,504,474 ​ $ 2,437,232 1 The adjusted effective tax rate for fiscal 2022 excluded the effects of the $33.3 million loss from the divestiture of the offshore wind energy structures business, which was not deductible for income tax purposes.
Biggest changeThe calculation of these ratios for the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 27, ​ December 28, ​ December 30, Dollars in thousands ​ 2025 ​ 2024 ​ 2023 Operating income ​ $ 415,576 ​ $ 524,584 ​ $ 291,557 Effective tax rate ​ 6.3% ​ 25.2% ​ 38.1% Tax effect on operating income ​ (26,261) ​ (132,050) ​ (111,124) After-tax operating income ​ $ 389,315 ​ $ 392,534 ​ $ 180,433 Average invested capital ​ $ 2,343,300 ​ $ 2,396,436 ​ $ 2,504,474 Return on invested capital ​ 16.6% ​ 16.4% ​ 7.2% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income ​ $ 415,576 ​ $ 524,584 ​ $ 291,557 Impairment of long-lived assets ​ ​ 91,337 ​ ​ — ​ ​ 140,844 Realignment charges ​ ​ 16,066 ​ ​ — ​ ​ 35,210 Other non-recurring charges ​ ​ 14,874 ​ ​ — ​ ​ 5,626 Adjusted operating income ​ $ 537,853 ​ $ 524,584 ​ $ 473,237 Adjusted effective tax rate 1,2 ​ 23.2% ​ 25.2% ​ 25.9% Tax effect on adjusted operating income ​ (124,599) ​ (132,050) ​ (122,568) After-tax adjusted operating income ​ $ 413,254 ​ $ 392,534 ​ $ 350,669 Average invested capital ​ $ 2,343,300 ​ $ 2,396,436 ​ $ 2,504,474 Adjusted return on invested capital ​ 17.6% ​ 16.4% ​ 14.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 3,369,329 ​ $ 3,329,972 ​ $ 3,477,448 Less: Defined benefit pension asset ​ ​ (39,666) ​ ​ (46,520) ​ ​ (15,404) Less: Accounts payable ​ (359,539) ​ (372,197) ​ (358,311) Less: Accrued expenses ​ (284,751) ​ (275,407) ​ (277,764) Less: Contract liabilities ​ (52,013) ​ (126,932) ​ (70,978) Less: Income taxes payable ​ (12,604) ​ (22,509) ​ — Less: Dividends payable ​ (13,278) ​ (12,019) ​ (12,125) Less: Deferred income taxes ​ (5,316) ​ (6,344) ​ (21,205) Less: Operating lease liabilities ​ (130,007) ​ (134,534) ​ (162,743) Less: Deferred compensation ​ (29,631) ​ (27,379) ​ (32,623) Less: Other non-current liabilities ​ (35,320) ​ (26,736) ​ (12,818) Total invested capital ​ $ 2,407,204 ​ $ 2,279,395 ​ $ 2,513,477 Beginning invested capital ​ $ 2,279,395 ​ $ 2,513,477 ​ $ 2,495,471 Average invested capital ​ $ 2,343,300 ​ $ 2,396,436 ​ $ 2,504,474 1 The adjusted effective tax rate for fiscal 2023 excluded the effects of the impairment of long-lived assets of $140.8 million, realignment charges of $35.2 million, non-recurring charges associated with major scope changes for two strategic projects initiated by departed senior leadership of $5.6 million, loss from Argentine peso hyperinflation of $5.1 million, and non-recurring tax benefit items of $3.6 million.
The facility provides up to $800.0 million in unsecured revolving credit, with $400.0 million available for borrowings in foreign currencies. An additional $300.0 million may be added to the facility, subject to lender commitments. Authorized borrowers include the Company and its wholly-owned subsidiaries, Valmont Industries Holland B.V. and Valmont Group Pty. Ltd.
The facility provides up to $800.0 million in unsecured revolving credit, with $400.0 million available for borrowings in foreign currencies. An additional $400.0 million may be added to the facility, subject to lender commitments. Authorized borrowers include the Company and its wholly owned subsidiaries, Valmont Industries Holland B.V. and Valmont Group Pty. Ltd.
Additionally, recent trade policies and proposed tariffs could increase the cost of goods we and our suppliers purchase from Canada, China, and Mexico, potentially leading to higher manufacturing costs for Infrastructure structures. Steel is particularly critical for our Utility product line, where it represents approximately 50% of net sales.
Additionally, recent trade policies and tariffs could increase the cost of goods we and our suppliers purchase from Canada, China, and Mexico, potentially leading to higher manufacturing costs for Infrastructure structures. Steel is particularly critical for our Utility product line, where it represents approximately 50% of net sales.
Divestitures In the fourth quarter of fiscal 2024, we divested George Industries, a coating and anodizing company in California previously included in the Infrastructure segment, resulting in a loss of $2.8 million recorded in “Other income (expenses)” in the Consolidated Statements of Earnings.
In the fourth quarter of fiscal 2024, we divested George Industries, a coating and anodizing company in California previously included in the Infrastructure segment, resulting in a loss of $2.8 million recorded in “Other income (expenses)” in the Consolidated Statements of Earnings.
Due to steel price volatility, we use derivative financial instruments to mitigate commodity price risks, particularly for fixed-price orders. In both fiscal 2024 and fiscal 2023, we entered into forward contracts and swaps for hot-rolled steel coil that qualified as cash flow hedges. These contracts help manage variability in cash flows from future steel purchases.
Due to steel price volatility, we use derivative financial instruments to mitigate commodity price risks, particularly for fixed-price orders. In both fiscal 2025 and fiscal 2024, we entered into forward contracts and swaps for hot-rolled steel coil that qualified as cash flow hedges. These contracts help manage variability in cash flows from future steel purchases.
The following discussion and analysis provide information that management considers relevant for assessing and understanding the Company’s consolidated results of operations and financial position. This discussion should be read in conjunction with the Consolidated Financial Statements and related notes. This section primarily discusses fiscal 2024 and fiscal 2023, including year-over-year comparisons.
The following discussion and analysis provide information that management considers relevant for assessing and understanding the Company’s consolidated results of operations and financial position. This discussion should be read in conjunction with the Consolidated Financial Statements and related notes. This section primarily discusses fiscal 2025 and fiscal 2024, including year-over-year comparisons.
Additionally, as the earnings of our non-U.S. subsidiaries (in which we own more than 50%) are not considered indefinitely reinvested, we have recorded a deferred tax liability of $2.1 million, representing taxes to be incurred upon repatriation of these earnings.
Additionally, as the earnings of our non-U.S. subsidiaries (in which we own more than 50%) are not considered indefinitely reinvested, we have recorded a deferred tax liability of $2.4 million, representing taxes to be incurred upon repatriation of these earnings.
Risk Management We are exposed to several principal market risks, including fluctuations in interest rates, foreign currency exchange rates, and commodity prices. To mitigate these risks, we selectively use derivative financial instruments. However, we do not use derivatives for trading purposes. Interest Rate Risk: As of December 28, 2024, most our interest‑bearing debt was fixed rate.
Risk Management We are exposed to several principal market risks, including fluctuations in interest rates, foreign currency exchange rates, and commodity prices. To mitigate these risks, we selectively use derivative financial instruments. However, we do not use derivatives for trading purposes. Interest Rate Risk: As of December 27, 2025, most of our interest‑bearing debt was fixed rate.
The interest rate on our borrowings will be, at our option, either: (a) term Secured Overnight Financing Rate (“SOFR”), based on a one-, three-, or six-month period, plus a 10-basis-point adjustment and a spread of 100 to 162.5 basis points, depending on our senior unsecured long-term debt credit rating by S&P Global Ratings and Moody’s Investors Service, Inc.; (b) the higher of ● the prime lending rate, ● the overnight bank rate plus 50 basis points, or ● term SOFR (based on a one-month period) plus 100 basis points, plus, in each case, 0 to 62.5 basis points, depending on our credit rating; or (c) daily simple SOFR plus a 10-basis-point adjustment and a spread of 100 to 162.5 basis points, depending on our credit rating.
The interest rate on our borrowings will be, at our option, either: (a) term Secured Overnight Financing Rate (“SOFR”), based on a one-, three-, or six-month period, and a spread of 100 to 162.5 basis points, depending on our senior unsecured long-term debt credit rating by S&P Global Ratings and Moody’s Ratings; (b) the higher of ● the prime lending rate, ● the overnight bank rate plus 50 basis points, or ● term SOFR (based on a one-month period) plus 100 basis points, plus, in each case, 0 to 62.5 basis points, depending on our credit rating; or (c) daily simple SOFR and a spread of 100 to 162.5 basis points, depending on our credit rating.
Investing activities in fiscal 2024 included capital spending of $79.5 million partially offset by proceeds of $3.8 million from the divestitures of George Industries and the extractive business, net of cash divested.
Investing activities in fiscal 2024 included capital spending of $79.5 million partially offset by proceeds of $3.8 million from the 29 Table of Contents divestitures of George Industries and the extractive business, net of cash divested.
A significant portion of our cash in non-U.S. entities is held in foreign currencies, meaning fluctuations in exchange rates will impact our cash balances when converted to U.S. dollars. A 10% fluctuation in the U.S. dollar’s value would have affected our reported cash balance by approximately $8.7 million in fiscal 2024 and $13.2 million in fiscal 2023.
A significant portion of our cash in non-U.S. entities is held in foreign currencies, meaning fluctuations in exchange rates will impact our cash balances when converted to U.S. dollars. A 10% fluctuation in the U.S. dollar’s value would have affected our reported cash balance by approximately $11.6 million in fiscal 2025 and $8.7 million in fiscal 2024.
For the fiscal year ended December 28, 2024, a hypothetical 20% change in steel prices could have impacted net sales in this product line by approximately $110.0 million, assuming a similar sales mix. Similarly, natural gas prices have been highly volatile in recent years.
For the fiscal year ended December 27, 2025, a hypothetical 20% change in steel prices could have impacted net sales in this product line by approximately $110.0 million, assuming a similar sales mix. Natural gas prices have been highly volatile in recent years.
Changes in circumstance surrounding deferred tax assets may require adjustments to this allowance, which could impact income tax expense and net income.
Additional changes in circumstance surrounding deferred tax assets may require adjustments to this allowance, which could impact income tax expense and net income in future periods.
Senior Unsecured Notes As of December 28, 2024, our senior unsecured notes consisted of: ● $450.0 million face value ($434.0 million carrying value) notes at an interest rate of 5.00% per annum, maturing in October 2044. ● $305.0 million face value ($295.4 million carrying value) notes at an interest rate of 5.25% per annum, maturing in October 2054.
Senior Unsecured Notes As of December 27, 2025, our senior unsecured notes consisted of: ● $450.0 million face value ($434.5 million carrying value) notes at an interest rate of 5.00% per annum, maturing in October 2044. ● $305.0 million face value ($295.6 million carrying value) notes at an interest rate of 5.25% per annum, maturing in October 2054.
The following table shows the change in the recorded value of our most significant investments as of December 28, 2024 and December 30, 2023, assuming a hypothetical 10% change in the value of the U.S. dollar. 32 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ December 28, December 30, Dollars in millions ​ 2024 ​ 2023 Australian dollar ​ $ 1.9 ​ $ 6.9 Brazilian real ​ 13.4 ​ 18.8 British pound ​ 25.6 ​ 17.2 Canadian dollar ​ 4.8 ​ 4.0 Chinese renminbi ​ 5.4 ​ 5.6 Euro ​ 13.2 ​ 9.5 Commodity Risk: Hot-rolled steel coil is a key input for both of our segments except the Coatings product line.
The following table shows the change in the recorded value of our most significant investments as of December 27, 2025 and December 28, 2024, assuming a hypothetical 10% change in the value of the U.S. dollar. 33 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ ​ ​ December 28, Dollars in millions ​ 2025 ​ 2024 Australian dollar ​ $ 2.4 ​ $ 1.9 Brazilian real ​ 10.6 ​ 13.4 British pound ​ 23.9 ​ 25.6 Canadian dollar ​ 5.1 ​ 4.8 Chinese renminbi ​ 5.9 ​ 5.4 Euro ​ 10.5 ​ 13.2 Indian rupee ​ 4.8 ​ 5.2 Commodity Risk: Hot-rolled steel coil is a key input for both of our segments except the Coatings product line.
We have available to us a revolving credit facility, with no outstanding balance as of December 28, 2024. Our notes payable, revolving credit facility, and a minor portion of our long-term debt accrue interest at variable rates. As a result, changes in interest rates could affect our future borrowing costs.
We have available to us a revolving credit facility, with an outstanding balance of $65.0 million as of December 27, 2025. Our notes payable, revolving credit facility, and a minor portion of our long-term debt accrue interest at variable rates. As a result, changes in interest rates could affect our future borrowing costs.
We retain the option to repurchase these notes by paying a make-whole premium. Both tranches are guaranteed by certain subsidiaries. Revolving Credit Facility Our revolving credit facility, managed by JPMorgan Chase Bank, N.A., as Administrative Agent, has a maturity date of October 18, 2026.
We retain the option to repurchase these notes by paying a make-whole premium. Both tranches are guaranteed by certain subsidiaries. 27 Table of Contents Revolving Credit Facility Our revolving credit facility, managed by JPMorgan Chase Bank, N.A., as Administrative Agent, has a maturity date of July 10, 2030.
For fiscal 2025 and beyond, we are confident in our liquidity position, supported by accessible credit facilities, capital markets, and a solid track record of positive operating cash flows. As of December 28, 2024, we held $164.3 million in cash, including $135.6 million in non-U.S. subsidiaries. Distributions of this foreign cash would incur tax liabilities.
For fiscal 2026 and beyond, we are confident in our liquidity position, supported by accessible credit facilities, capital markets, and a solid track record of positive operating cash flows. As of December 27, 2025, we held $187.1 million in cash, including $144.0 million in non-U.S. subsidiaries. Distributions of this foreign cash would incur tax liabilities.
Additionally, a commitment fee is applied to the average daily unused portion of the facility, ranging from 10 to 25 basis points, based on our credit rating. As of December 28, 2024, we had no outstanding borrowings under this facility. As of December 30, 2023, we had outstanding borrowings of $377.9 million under this facility.
Additionally, a commitment fee is applied to the average daily unused portion of the facility, ranging from 9 to 20 basis points, based on our credit rating. As of December 27, 2025, we had $65.0 million of outstanding borrowings under this facility. As of December 28, 2024, we had no outstanding borrowings under this facility.
The facility includes a financial covenant that may limit 26 Table of Contents additional borrowing. As of December 28, 2024, we could borrow $799.8 million under the facility, after accounting for $0.2 million in standby letters of credit related to certain insurance obligations.
The facility includes a financial covenant that may limit additional borrowing. As of December 27, 2025, we could borrow an additional $734.8 million under the facility, after accounting for $0.2 million in standby letters of credit related to certain insurance obligations.
As of the latest assessments, our credit ratings were Baa2 (stable outlook) by Moody’s Investors Service, Inc., BBB- (stable outlook) by Fitch Ratings, Inc., and BBB+ (stable outlook) by S&P Global Ratings. To support these ratings, we aim to manage our debt-to-invested capital ratio within levels that reinforce our investment-grade status.
We remain committed to maintaining a capital structure that supports our investment-grade credit rating. As of the latest assessments, our credit ratings were Baa2 (stable outlook) by Moody’s Ratings and BBB+ (stable outlook) by S&P Global Ratings. To support these ratings, we aim to manage our debt-to-invested capital ratio within levels that reinforce our investment-grade status.
Additionally, we maintain short‑term bank lines of credit totaling $30.9 million, with $29.2 million unused as of December 28, 2024. Covenants and Compliance Both our senior unsecured notes and revolving credit facility contain cross-default provisions, which allow for the acceleration of debt if we default on other indebtedness that also permits acceleration.
Additionally, we maintain short‑term bank lines of credit totaling $10.1 million, all of which were unused as of December 27, 2025. Covenants and Compliance Both our senior unsecured notes and revolving credit facility contain cross-default provisions, which allow for the acceleration of debt if we default on other indebtedness that also permits acceleration.
Discrepancies between our estimates and actual outcomes in this area could impact our income tax expense in a given fiscal period. 34 Table of Contents Revenue Recognition Revenue recognition for our contracts is determined by analyzing the specific type, terms, and conditions of each contract with customers.
Any changes to accruals for potential tax deficiencies are included in current income tax expense. Discrepancies between our estimates and actual outcomes in this area could impact our income tax expense in a given fiscal period. Revenue Recognition Over Time Revenue recognition for our contracts is determined by analyzing the specific type, terms, and conditions of each contract with customers.
In fiscal 2023, however, one trade name’s carrying value exceeded its fair value, resulting in a $1.7 million impairment within the Infrastructure segment. Additionally, in the third quarter of fiscal 2023, due to identified impairment indicators, we tested the recoverability of an amortizing proprietary technology intangible asset related to the Prospera subsidiary, which is part of the Agriculture segment.
For fiscal 2023, one trade name’s carrying value exceeded its fair value, resulting in a $1.7 million impairment within the Infrastructure segment. Additionally, in the second quarter of fiscal 2025, due to identified impairment indicators, we tested the recoverability of an amortizing customer relationship intangible asset in the Agriculture segment.
ROIC is calculated by dividing after-tax operating income by the average of beginning and ending invested capital. Adjusted ROIC is calculated as after-tax operating income, adjusted for certain non-recurring charges or gains. The adjusted figure is then divided by the average of beginning and ending invested capital to determine Adjusted ROIC.
These measures are also utilized to determine management incentives. ROIC is calculated by dividing after-tax operating income by the average of beginning and ending invested capital. Adjusted ROIC is calculated as after-tax operating income, adjusted for certain non-recurring 30 Table of Contents charges or gains.
As of December 28, 2024, we had approximately $56.2 million in deferred tax assets related to tax credits and loss carryforwards, with a valuation allowance of $38.8 million, including $7.0 million for capital loss carryforwards that are unlikely to be realized.
As of December 27, 2025, we had approximately $59.3 million in deferred tax assets related to tax credits and loss carryforwards, with a valuation allowance of $30.4 million, including $7.6 million for capital loss carryforwards that are unlikely to be realized.
We use the relief-from-royalty method to value these assets, calculating the potential royalty a third party might pay to use the trade name, which is then discounted to present value and tax-effected. For fiscal 2024, the fair value of our trade names exceeded their carrying value.
Our indefinite-lived intangible assets primarily consist of trade names, which are tested separately from goodwill. We use the relief-from-royalty method to value these assets, calculating the potential royalty a third party might pay to use the trade name, which is then discounted to present value and tax-effected.
Net Interest Expense Consolidated net interest expense increased in fiscal 2024, as compared to fiscal 2023, due to the increase in average outstanding borrowings on the revolving line of credit along with higher average interest rates.
Net Interest Expense Consolidated net interest expense decreased by 37.2% in fiscal 2025, as compared to fiscal 2024, due to a decrease in average outstanding borrowings on the revolving line of credit along with lower average interest rates.
Financing activities in fiscal 2023 included $400.8 million in borrowings of on the revolving credit facility and short-term notes, offset by $168.8 million in principal payments of on our long-term debt and short-term borrowings, $49.5 million in dividend payments, $345.3 million in stock repurchases, and $12.9 million in net activity from stock option and incentive plans, including related tax payments.
Financing activities in fiscal 2025 included $218.6 million in borrowings on the revolving credit facility and short-term notes, offset by $156.1 million in principal payments on our long-term debt and short-term borrowings, $52.5 million in dividend payments, $198.1 million in stock repurchases, $101.8 million in purchases of redeemable noncontrolling interests, and $6.5 million in net activity from stock option and incentive plans, including related tax payments.
In fiscal 2024 and fiscal 2023, we entered into diesel fuel option contracts that qualified as cash flow hedges. These contracts help stabilize cash flows amid fluctuating diesel fuel costs charged by carriers.
Diesel fuel prices are subject to volatility, which we manage through the use of derivative financial instruments. In fiscal 2025 and fiscal 2024, we entered into diesel fuel option contracts that qualified as cash flow hedges. These contracts help stabilize cash flows amid fluctuating diesel fuel costs charged by carriers.
Invested capital represents total assets minus total liabilities (excluding interest-bearing debt and redeemable noncontrolling interests). ROIC and Adjusted ROIC are non-generally accepted accounting principles (“GAAP”) measures.
The adjusted figure is then divided by the average of beginning and ending invested capital to determine Adjusted ROIC. Invested capital represents total assets minus total liabilities (excluding mandatorily redeemable financial instrument, interest-bearing debt, and redeemable noncontrolling interests). ROIC and Adjusted ROIC are non-generally accepted accounting principles (“GAAP”) measures.
MARKET RISK Changes in Prices We rely on certain key materials, including steel, aluminum, zinc, and natural gas, which are globally traded commodities. As a result, their prices fluctuate based on factors such as supply and demand shifts and the costs of steel‑making inputs. These fluctuations can significantly impact our operating performance and cost of goods sold.
As a result, their prices fluctuate based on factors such as supply and demand shifts and the costs of steel‑making inputs. These fluctuations can significantly impact our operating performance and cost of goods sold.
Additionally, as of December 28, 2024, we had liabilities of $1.6 million for foreign withholding taxes and $0.5 million for U.S. state income taxes. 27 Table of Contents Cash Flows The table below summarizes our cash flow information for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 28, ​ December 30, ​ December 31, Dollars in thousands ​ 2024 2023 2022 Net cash flows from operating activities ​ $ 572,678 ​ $ 306,775 ​ $ 326,265 Net cash flows from investing activities ​ (78,878) ​ (115,281) ​ (132,080) Net cash flows from financing activities ​ (522,560) ​ (176,405) ​ (181,905) Operating Cash Flows and Working Capital – Cash provided by operating activities totaled $572.7 million in fiscal 2024, compared to $306.8 million in fiscal 2023.
Cash Flows The table below summarizes our cash flow information for the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 27, ​ December 28, ​ December 30, Dollars in thousands ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net cash flows from operating activities ​ $ 456,484 ​ $ 572,678 ​ $ 306,775 Net cash flows from investing activities ​ (142,739) ​ (78,878) ​ (115,281) Net cash flows from financing activities ​ (298,862) ​ (522,560) ​ (176,405) Operating Cash Flows and Working Capital – Cash provided by operating activities totaled $456.5 million in fiscal 2025, compared to $572.7 million in fiscal 2024.
Customary events of default may trigger the acceleration of obligations, subject to grace periods where applicable. As of December 28, 2024, we were in compliance with all covenants related to these debt agreements. For detailed calculations of Adjusted EBITDA and the leverage ratio, please refer to the “Selected Financial Measures” section.
Customary events of default may trigger the acceleration of obligations, subject to grace periods where applicable. As of December 27, 2025, we were in compliance with all covenants related to these debt agreements.
As of December 28, 2024, the Company had one outstanding fixed-for-fixed cross currency swap (“CCS”) agreement. This swap exchanges U.S. dollar principal and interest payments on a portion of the Company’s 5.00% senior unsecured notes due in fiscal 2044 for euro-denominated payments.
As of December 27, 2025, we had three outstanding fixed-for-fixed cross currency swap (“CCS”) agreements. These swaps exchange U.S. dollar principal and interest payments on a portion of our 5.00% senior unsecured notes due in fiscal 2044 for foreign-currency-denominated payments.
LIQUIDITY AND CAPITAL RESOURCES Capital Allocation Philosophy Our capital allocation priorities are intended to present a balanced approach to maintaining disciplined investments in organic and inorganic growth opportunities while delivering meaningful capital returns to shareholders over the next three to five years. These priorities are expected to be supported by our projected cash flow generation.
This increase is attributed to an increase in the Infrastructure segment partially offset by a decrease in the Agriculture segment. 26 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Capital Allocation Philosophy Our capital allocation priorities are intended to present a balanced approach to maintaining disciplined investments in organic and inorganic growth opportunities while delivering meaningful capital returns to shareholders over the next three to five years.
We determined the asset’s carrying value exceeded its total undiscounted estimated future cash flows. As a result, we recognized a $17.3 million impairment within the Agriculture segment. Inventories Inventories are valued at the lower of cost, determined on a first-in, first-out basis, or net realizable value.
As a result, we recognized a $17.3 million impairment within the Agriculture segment. Inventories Inventories are valued at the lower of cost or net realizable value.
Other Income / Expenses (Including Gain (Loss) on Deferred Compensation Investments) Amounts in “Gain (loss) on deferred compensation investments” included changes in the market value of deferred compensation assets which were offset by an equal opposite amount included in SG&A for the corresponding change in the valuation of deferred compensation liabilities.
Other Income / Expenses Amounts in “Gain on deferred compensation investments” on the Consolidated Statements of Earnings reflected changes in the market value of deferred compensation investments, which were fully offset by corresponding changes in the valuation of deferred compensation liabilities recorded in SG&A.
If our assumptions about the realizability of slow-moving or obsolete inventory prove to be overly optimistic, we may be required to record additional inventory write-downs. Income Taxes We maintain valuation allowances to adjust deferred tax assets to amounts that we anticipate are more likely than not to be realized.
If actual demand, market conditions, or realizability differ from our assumptions, additional inventory write-downs could be required, which could materially affect our results of operations. Income Taxes We maintain valuation allowances to adjust deferred tax assets to amounts that we anticipate are more likely than not to be realized.
The following table outlines our material cash requirements, both current and long-term, as of December 28, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Next 12 ​ ​ ​ ​ ​ Dollars in millions Months Thereafter Total Long‑term debt ​ $ 0.7 ​ $ 755.6 ​ $ 756.3 Interest 1 ​ 38.6 ​ 882.8 ​ 921.4 Pension plan contributions ​ 16.7 ​ 197.6 ​ 214.3 Operating leases ​ 29.0 ​ 184.1 ​ 213.1 Total contractual cash obligations ​ $ 85.0 ​ $ 2,020.1 ​ $ 2,105.1 1 Interest expense amount assumes that long-term debt will be held to maturity.
The following table outlines our material cash requirements, both current and long-term, as of December 27, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Next 12 ​ ​ ​ ​ ​ Dollars in millions ​ ​ ​ Months ​ ​ ​ Thereafter ​ ​ ​ Total Long‑term debt ​ $ 0.5 ​ $ 820.0 ​ $ 820.5 Interest 1 ​ 41.4 ​ 855.1 ​ 896.5 Pension plan contributions ​ 3.2 ​ 103.4 ​ 106.6 Mandatorily redeemable financial instrument ​ ​ 8.9 ​ ​ — ​ ​ 8.9 Operating leases ​ 28.1 ​ 176.5 ​ 204.6 Total contractual cash obligations ​ $ 82.1 ​ $ 1,955.0 ​ $ 2,037.1 1 Interest expense amount assumes that long-term debt will be held to maturity.
Management exercises substantial judgment in determining these estimates, which are essential to our financial reporting. The key areas that involve such estimates include impairments of goodwill and other intangible assets, income taxes, revenue recognition for product lines recognized over time, and inventory obsolescence.
The key areas that involve such estimates include impairments of goodwill and other intangible assets, income taxes, revenue recognition for our Infrastructure product lines recognized over time, and inventory obsolescence. These estimates are based on our past experiences and other assumptions that we believe to be reasonable given the circumstances.
A significant decline in Solar product line volumes was offset by higher volumes in the Utility product line and increased average selling prices, particularly in the Utility product line. Regionally, Infrastructure segment sales grew in North America in fiscal 2024, as compared to fiscal 2023, but declined in international markets during the same period.
Regionally, Infrastructure segment sales grew in North America in fiscal 2025, as compared to fiscal 2024, while sales declined in international markets during the same period. Utility product line sales increased by 10.4% in fiscal 2025, as compared to fiscal 2024, reflecting favorable market pricing and higher volumes.
However, in fiscal 2023, two reporting units had estimated fair values below their carrying values, resulting in impairments: $120.0 million for the Agriculture segment and $1.9 million for the Infrastructure segment. Many of our reporting units serve cyclical markets, which can cause fluctuations in sales and profitability.
For fiscal 2024, no reporting units had a fair value lower than their carrying value. For fiscal 2023, two reporting units had estimated fair values below their carrying values, resulting in impairments: $120.0 million for the Agriculture segment and $1.9 million for the Infrastructure segment.
The financial information for the Issuer and Guarantors is presented on a combined basis, with intercompany balances and transactions between the Issuer and Guarantors eliminated.
The financial information for the Issuer and Guarantors is presented on a combined basis, with intercompany balances and transactions between the Issuer and Guarantors eliminated. Any amounts due to or from the Issuer or Guarantors, as well as transactions with non-guarantor subsidiaries, are disclosed separately.
The increase in planned expenditures is driven by infrastructure-related growth opportunities. These investments will enhance output, improve adaptability to evolving needs, and expand manufacturing capacity, efficiency, and flexibility.
These investments will enhance output, improve adaptability to evolving needs, and expand manufacturing capacity, efficiency, and flexibility.
Any amounts due to or from the Issuer or Guarantors, as well as transactions with non-guarantor subsidiaries, are disclosed separately. 28 Table of Contents The combined financial information for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 28, ​ December 30, ​ December 31, Dollars in thousands ​ 2024 2023 2022 Net sales ​ $ 2,753,999 ​ $ 2,713,928 ​ $ 2,876,425 Gross profit ​ 828,055 ​ 756,966 ​ 695,211 Operating income ​ 354,719 ​ 255,401 ​ 268,142 Net earnings ​ 220,790 ​ 134,831 ​ 167,114 Net earnings attributable to Valmont Industries, Inc. ​ 220,790 ​ 133,300 ​ 167,220 The combined financial information as of December 28, 2024 and December 30, 2023 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 28, ​ December 30, Dollars in thousands ​ 2024 2023 Current assets ​ $ 805,713 ​ $ 777,539 Non-current assets ​ 835,197 ​ 872,016 Current liabilities ​ 470,652 ​ 361,211 Non-current liabilities ​ 1,091,773 ​ 1,436,131 Redeemable noncontrolling interests ​ — ​ 10,518 As of December 28, 2024 and December 30, 2023, non-current assets included a receivable from non-guarantor subsidiaries of $90,938 and $136,904, respectively.
The combined financial information for the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 27, ​ December 28, ​ December 30, Dollars in thousands ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net sales ​ $ 2,874,244 ​ $ 2,753,999 ​ $ 2,713,928 Gross profit ​ 855,612 ​ 828,055 ​ 756,966 Operating income ​ 379,938 ​ 354,719 ​ 255,401 Net earnings ​ 340,563 ​ 220,790 ​ 134,831 Net earnings attributable to Valmont Industries, Inc. ​ 340,563 ​ 220,790 ​ 133,300 The combined financial information as of December 27, 2025 and December 28, 2024 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 28, Dollars in thousands ​ 2025 ​ ​ ​ 2024 Current assets ​ $ 901,456 ​ $ 805,713 Non-current assets ​ 851,743 ​ 835,197 Current liabilities ​ 415,155 ​ 470,652 Non-current liabilities ​ 1,241,800 ​ 1,091,773 As of December 27, 2025 and December 28, 2024, non-current assets included a receivable from non-guarantor subsidiaries of $83,641 and $90,938, respectively.
Our policy is to hedge 0% to 75% of our U.S. natural gas needs for the next 6 to 24 months using swaps tied to New York Mercantile Exchange futures. These swaps are designed to reduce the impact of sudden and significant increases in natural gas prices on our earnings.
Due to the volatility of natural gas prices, we mitigate this risk through derivative financial instruments. Our policy is to hedge 0% to 75% of our U.S. natural gas needs for the next 6 to 24 months using swaps tied to New York Mercantile Exchange futures.
Discussions regarding fiscal 2022 and associated comparisons, which are not included on Form 10-K, can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023. ​ 20 Table of Contents FISCAL 2024 COMPARED WITH FISCAL 2023 Results of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ ​ ​ December 28, ​ December 30, ​ Percent Dollars in thousands, except per-share amounts ​ 2024 ​ 2023 ​ Change Consolidated ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ 4,075,034 ​ $ 4,174,598 (2.4%) Gross profit ​ 1,241,212 ​ 1,236,034 0.4% as a percentage of net sales ​ 30.5% ​ 29.6% ​ Selling, general, and administrative expenses ​ 716,628 ​ 768,423 ​ (6.7%) as a percentage of net sales ​ 17.6% ​ 18.4% ​ Impairment of goodwill and other intangible assets ​ ​ — ​ 140,844 ​ NM Realignment charges ​ ​ — ​ 35,210 ​ NM Operating income ​ 524,584 ​ 291,557 ​ 79.9% as a percentage of net sales ​ 12.9% ​ 7.0% ​ Net interest expense ​ 51,539 ​ 50,578 ​ 1.9% Effective tax rate ​ 25.2% ​ 38.1% ​ Net earnings attributable to Valmont Industries, Inc. ​ 348,259 ​ 150,849 ​ 130.9% Diluted earnings per share ​ $ 17.19 ​ $ 6.78 ​ 153.5% Infrastructure ​ ​ ​ Net sales ​ $ 2,998,381 ​ $ 2,999,637 ​ (0.0%) Gross profit ​ 903,736 ​ 842,081 ​ 7.3% as a percentage of net sales ​ ​ 30.1% ​ ​ 28.1% ​ ​ Selling, general, and administrative expenses ​ 406,596 ​ 424,997 ​ (4.3%) as a percentage of net sales ​ ​ 13.6% ​ ​ 14.2% ​ ​ Impairment of goodwill and other intangible assets ​ ​ — ​ 3,571 ​ NM Realignment charges ​ ​ — ​ 17,260 ​ NM Operating income ​ 497,140 ​ 396,253 ​ 25.5% as a percentage of net sales ​ ​ 16.6% ​ ​ 13.2% ​ ​ Agriculture ​ ​ ​ ​ Net sales ​ $ 1,076,653 ​ $ 1,174,961 ​ (8.4%) Gross profit ​ 337,476 ​ 393,953 ​ (14.3%) as a percentage of net sales ​ ​ 31.3% ​ ​ 33.5% ​ ​ Selling, general, and administrative expenses ​ 199,140 ​ 230,729 ​ (13.7%) as a percentage of net sales ​ ​ 18.5% ​ ​ 19.6% ​ ​ Impairment of goodwill and other intangible assets ​ ​ — ​ 137,273 ​ NM Realignment charges ​ ​ — ​ 9,101 ​ NM Operating income ​ 138,336 ​ 16,850 ​ 721.0% as a percentage of net sales ​ ​ 12.8% ​ ​ 1.4% ​ ​ Corporate ​ ​ ​ ​ ​ ​ Selling, general, and administrative expenses ​ $ 110,892 ​ $ 112,697 ​ (1.6%) Realignment charges ​ ​ — ​ 8,849 ​ NM Operating loss ​ (110,892) ​ (121,546) ​ (8.8%) NM = not meaningful Overview, Including Items Impacting Comparability ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dollars in thousands Infrastructure ​ Agriculture Total Net sales - fiscal 2023 ​ $ 2,999,637 ​ $ 1,174,961 ​ $ 4,174,598 Volume ​ (55,453) ​ (48,082) ​ (103,535) Pricing and mix ​ 62,430 ​ (63,942) ​ (1,512) Acquisition ​ — ​ 27,396 ​ 27,396 Divestiture ​ ​ (2,292) ​ ​ (1,068) ​ ​ (3,360) Currency translation ​ (5,941) ​ (12,612) ​ (18,553) Net sales - fiscal 2024 ​ $ 2,998,381 ​ $ 1,076,653 ​ $ 4,075,034 On a consolidated basis, net sales decreased in fiscal 2024, as compared to fiscal 2023, primarily due to lower net sales in the Agriculture segment, while net sales in the Infrastructure segment remained relatively flat.
Discussions regarding fiscal 2023 and associated comparisons, which are not included on Form 10-K, can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024. ​ 22 Table of Contents FISCAL 2025 COMPARED WITH FISCAL 2024 Results of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ ​ ​ December 27, ​ December 28, ​ Percent Dollars in thousands, except per-share amounts ​ 2025 ​ 2024 ​ Change Consolidated ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ 4,104,102 ​ $ 4,075,034 0.7% Gross profit ​ 1,239,936 ​ 1,241,212 (0.1%) as a percentage of net sales ​ 30.2% ​ 30.5% ​ ​ Selling, general, and administrative expenses ​ 717,633 ​ 716,628 ​ 0.1% as a percentage of net sales ​ 17.5% ​ 17.6% ​ ​ Impairment of long-lived assets ​ ​ 91,337 ​ — ​ NM Realignment charges ​ ​ 15,390 ​ — ​ NM Operating income ​ 415,576 ​ 524,584 ​ (20.8%) as a percentage of net sales ​ 10.1% ​ 12.9% ​ ​ Net interest expense ​ 32,353 ​ 51,539 ​ (37.2%) Effective tax rate ​ 6.3% ​ 25.2% ​ ​ Net earnings attributable to Valmont Industries, Inc. ​ 350,273 ​ 348,259 ​ 0.6% Diluted earnings per share ​ $ 16.79 ​ $ 17.19 ​ (2.3%) Infrastructure ​ ​ ​ ​ ​ ​ Net sales ​ $ 3,089,732 ​ $ 2,998,381 ​ 3.0% Gross profit ​ 925,634 ​ 903,736 ​ 2.4% as a percentage of net sales ​ ​ 30.0% ​ ​ 30.1% ​ ​ Selling, general, and administrative expenses ​ 398,504 ​ 406,596 ​ (2.0%) as a percentage of net sales ​ ​ 12.9% ​ ​ 13.6% ​ ​ Impairment of long-lived assets ​ ​ 89,356 ​ — ​ NM Realignment charges ​ ​ 7,600 ​ — ​ NM Operating income ​ 430,174 ​ 497,140 ​ (13.5%) as a percentage of net sales ​ ​ 13.9% ​ ​ 16.6% ​ ​ Agriculture ​ ​ ​ ​ ​ ​ Net sales ​ $ 1,014,370 ​ $ 1,076,653 ​ (5.8%) Gross profit ​ 314,302 ​ 337,476 ​ (6.9%) as a percentage of net sales ​ ​ 31.0% ​ ​ 31.3% ​ ​ Selling, general, and administrative expenses ​ 217,359 ​ 199,140 ​ 9.1% as a percentage of net sales ​ ​ 21.4% ​ ​ 18.5% ​ ​ Impairment of long-lived assets ​ ​ 1,981 ​ — ​ NM Realignment charges ​ ​ 2,886 ​ — ​ NM Operating income ​ 92,076 ​ 138,336 ​ (33.4%) as a percentage of net sales ​ ​ 9.1% ​ ​ 12.8% ​ ​ Corporate ​ ​ ​ ​ ​ ​ ​ Selling, general, and administrative expenses ​ $ 101,770 ​ $ 110,892 ​ (8.2%) Realignment charges ​ ​ 4,904 ​ — ​ NM Operating loss ​ (106,674) ​ (110,892) ​ (3.8%) NM = not meaningful Overview, Including Items Impacting Comparability ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dollars in thousands ​ ​ ​ Infrastructure ​ Agriculture ​ ​ ​ Total Net sales - fiscal 2024 ​ $ 2,998,381 ​ $ 1,076,653 ​ $ 4,075,034 Volume ​ (954) ​ (50,257) ​ (51,211) Pricing and mix ​ 105,529 ​ (4,341) ​ 101,188 Divestitures ​ ​ (12,903) ​ ​ — ​ ​ (12,903) Currency translation ​ (321) ​ (7,685) ​ (8,006) Net sales - fiscal 2025 ​ $ 3,089,732 ​ $ 1,014,370 ​ $ 4,104,102 On a consolidated basis, net sales increased by 0.7% in fiscal 2025, as compared to fiscal 2024, primarily driven by higher net sales in the Infrastructure segment, partially offset by lower net sales in the Agriculture segment.
Management relies on assumptions and estimates regarding manufacturing labor, materials, overhead, and burden recovery rates at each production facility. Production typically completes within three months once it begins, with profitability on open production orders reviewed monthly. We apply the practical expedient to omit disclosures for performance obligations expected to be completed within one year.
Our enterprise resource planning system tracks the total incurred costs and production hours to date, along with the estimated hours to complete. Management relies on assumptions and estimates regarding manufacturing labor, materials, overhead, and burden recovery rates at each production facility. Production typically completes within three months once it begins, with profitability on open production orders reviewed monthly.
As of December 28, 2024, we had open natural gas swaps with a notional value of $1.4 million for 352,000 MMBtu from January 2025 to March 2026. Diesel fuel is a major cost for our contracted carriers transporting our products. Diesel fuel prices are subject to volatility, which we manage through the use of derivative financial instruments.
These swaps are designed to reduce the impact of sudden and significant increases in natural gas prices on our earnings. As of December 27, 2025, we had open natural gas swaps with a notional value of $0.8 million for 210,000 MMBtu from January 2026 to December 2026. Diesel fuel is a major cost for our contracted carriers transporting our products.
Cash Uses Our primary cash needs include working capital, capital expenditures, debt service, taxes, and pension contributions. We may also pursue strategic investments, acquisitions, stock repurchases, or dividends, subject to market conditions and debt agreement restrictions. In fiscal 2025, our primary cash requirements will include capital expenditures, pension contributions, lease payments, and interest on outstanding debt.
For detailed calculations of Adjusted EBITDA and the leverage ratio, please refer to the “Selected Financial Measures” section. 28 Table of Contents Cash Uses Our primary cash needs include working capital, capital expenditures, debt service, taxes, and pension contributions. We may also pursue strategic investments, acquisitions, stock repurchases, or dividends, subject to market conditions and debt agreement restrictions.
When evaluating reporting units, we focus on their long-term prospects, recognizing that current performance may not always be indicative of future value, which requires management judgment, particularly regarding cash flow projections. Our indefinite-lived intangible assets primarily consist of trade names, which are tested separately from goodwill.
Should adverse conditions arise, we will conduct an impairment test for any affected reporting units prior to our annual testing. When evaluating reporting units, we focus on their long-term prospects, recognizing that current performance may not always be indicative of future value, which requires management judgment, particularly regarding cash flow projections.
In the first quarter of fiscal 2024, the Company early settled a euro net investment hedge entered into during fiscal 2019, resulting in the Company receiving proceeds of $2.7 million.
These CCSs were initiated in fiscal 2024 and fiscal 2025 to mitigate foreign currency risk associated with our foreign-currency-denominated investments and to reduce interest expenses. In the first quarter of fiscal 2024, we early settled a euro net investment hedge entered into during fiscal 2019, resulting in us receiving proceeds of $2.7 million.
As a non-GAAP measure, the leverage ratio should not be considered in isolation or as a substitute for net earnings, cash flows from operations, or other income or cash flow data prepared in accordance with GAAP. It should not be interpreted as an indicator of our operating performance or liquidity.
The leverage ratio and Adjusted EBITDA are non-GAAP measures. As presented, these measures may not be directly comparable to similarly titled measures used by other companies. They should not be considered in isolation or as a substitute for net earnings, cash flows from operations, or other income or cash flow data prepared in accordance with GAAP.
Participation in the program is entirely voluntary for suppliers and does not affect our payment terms, amounts, timing, or liquidity. We have no economic interest in a supplier’s decision to participate.
Supplier Finance Program We have established a supplier finance program with a financial institution, allowing qualifying suppliers the option to sell their receivables from us to the financial institution under independently negotiated terms. Participation in the program is entirely voluntary for suppliers and does not affect our payment terms, amounts, timing, or liquidity.
These estimates are based on our past experiences and other assumptions that we believe to be reasonable given the circumstances. We continually re-evaluate these estimates as circumstances evolve, understanding that actual results may differ due to changes in assumptions or conditions.
We continually re-evaluate these estimates as circumstances evolve, understanding that actual results may differ due to changes in assumptions or conditions. To ensure accuracy and transparency in our financial reporting, the selection and application of our critical accounting policies are reviewed annually by our Audit Committee.
Additionally, we perform sensitivity analyses to assess the impact of changes in key assumptions, such as discount rates and cash flow forecasts, on the valuation of the reporting units. 33 Table of Contents For fiscal 2024, no reporting units had a fair value lower than their carrying value.
This model factors in projected after-tax cash flows from operations, net of capital expenditures, discounted to their present value. Additionally, we perform sensitivity analyses to assess the impact of changes in key assumptions, such as discount rates and cash flow forecasts, on the valuation of the reporting units.
As of December 28, 2024 and December 30, 2023, our accounts payable in the Consolidated Balance Sheets included $45.6 million and $41.9 million, respectively, related to obligations under this program. Sources of Financing As of December 28, 2024, our available debt financing primarily included senior unsecured notes and a revolving credit facility.
We have no economic interest in a supplier’s decision to participate. As of December 27, 2025 and December 28, 2024, our accounts payable in the Consolidated Balance Sheets included $56.3 million and $45.6 million, respectively, related to obligations under this program.
We assess the value of our inventory regularly and write down slow-moving or obsolete inventory. The write-down is calculated as the difference between the carrying value and our estimate of the reduced value. This estimate takes into account potential future uses of the inventory, the likelihood of selling overstocked inventory, and expected selling prices.
The amount of any write-down is calculated as the difference between the inventory’s carrying value and our estimate of its net realizable value. These estimates consider, among other factors, potential future uses of the inventory, the likelihood of selling overstocked inventory, and expected selling prices.
Selected Financial Measures We are providing the following financial measures for the Company: Return on Invested Capital – 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. These measures are also utilized to determine management incentives.
As of December 27, 2025 and December 28, 2024, non-current liabilities included a payable to non-guarantor subsidiaries of $325,225 and $243,465, respectively. Selected Financial Measures Return on Invested Capital 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.
Consolidated operating income increased in fiscal 2024, as compared to fiscal 2023, primarily due to the impairment of certain goodwill and intangible assets totaling $140.8 million and realignment charges totaling $35.2 million in fiscal 2023. The increase was further supported by lower SG&A resulting from the Realignment Program and increased gross profit.
Consolidated operating income decreased by 20.8% in fiscal 2025, as compared to fiscal 2024, primarily due to the impairment of certain long-lived assets totaling $91.3 million, realignment charges of $15.4 million, and slightly higher SG&A expenses.
Additionally, average selling prices for irrigation equipment were slightly lower compared to the prior year. In international markets, Agriculture segment sales decreased in fiscal 2024, as compared to fiscal 2023. This was driven by significantly lower sales in Brazil, where normalizing backlog levels and lower grain prices impacted growers’ purchasing decisions.
In international markets, Agriculture segment sales increased by 0.2% in fiscal 2025, as compared to fiscal 2024, driven by sales growth in the Europe, Middle East, and Africa (“EMEA”) region. This increase was partially offset by lower sales in South America, where normalizing backlog levels, higher credit costs, and lower grain prices impacted growers’ purchasing decisions.
Natural gas is another significant commodity used in our manufacturing processes, particularly in our Coatings product line, where it is used to heat tanks for the hot-dipped galvanizing process. Due to the volatility of natural gas prices, we mitigate this risk through derivative financial instruments.
As of December 27, 2025, we had open forward contracts and swaps with a notional amount of $6.2 million, covering the purchase of 7,250 short tons in December 2025. Natural gas is another significant commodity used in our manufacturing processes, particularly in our Coatings product line, where it is used to heat tanks for the hot-dipped galvanizing process.
We have committed to purchasing zinc, aluminum, and steel under unconditional purchase agreements aligned with our business needs. These contracts help stabilize costs amid fluctuating demand, and we plan to use the contracted amounts within the fiscal year. We expect fiscal 2025 capital expenditures to range from $140.0 million to $160.0 million.
These contracts help stabilize costs amid fluctuating demand, and we plan to use the contracted amounts within the fiscal year. We expect fiscal 2026 capital expenditures to range from $170.0 million to $200.0 million. The increase in planned expenditures is driven by infrastructure-related growth opportunities.
We do not have contracts that include variable consideration across any of our product lines. For contracts involving Utility and certain Telecommunications customers, we recognize revenue over time. These contracts, particularly those for utility structures and telecommunication monopole structures, are engineered to meet customer specifications, making them unsuitable for alternative customers if canceled after production begins.
Approximately $1.5 billion of revenue within the Infrastructure segment is recognized over time, which requires more judgment and estimation of expected costs to be incurred. These contracts, particularly those for utility structures and telecommunication monopole structures, are engineered to meet customer specifications, making them unsuitable for alternative customers if canceled after production begins.
Leverage Ratio – The leverage 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.
It is defined as the ratio of (a) interest-bearing debt, minus unrestricted cash in excess of $50.0 million (but not exceeding $500.0 million), to (b) Adjusted EBITDA. In the event of an acquisition or divestiture, Adjusted EBITDA is calculated on a pro forma basis, reflecting the transaction as if it had occurred on the first day of the period.
On a consolidated basis, both gross profit and gross profit as a percentage of net sales increased in fiscal 2024, as compared to fiscal 2023. This growth was driven by higher gross profit in the Infrastructure segment, partially offset by a 21 Table of Contents decline in the Agriculture segment.
The decline in the Agriculture segment was driven by lower sales volumes in North America. 23 Table of Contents Consolidated gross profit decreased by 0.1% in fiscal 2025, as compared to fiscal 2024.
Acquisitions and Divestitures We continue to strategically enhance our portfolio through targeted acquisitions and divestitures, demonstrating our commitment to refining our business focus and driving value within our core segments. Acquisitions In the third quarter of fiscal 2023, we acquired HR Products, a leading wholesale supplier of irrigation parts in Australia, for $37.3 million, included in the Agriculture segment.
KEY FACTORS AFFECTING FINANCIAL RESULTS Acquisitions and Divestitures We continue to strategically enhance our portfolio through targeted acquisitions and divestitures, demonstrating our commitment to refining our business focus and driving value within our core segments.
We assign useful lives to these assets based on their nature and expected usage, with ranges typically spanning from 2 to 30 years. Impairment of Goodwill and Other Intangible Assets We evaluate goodwill for impairment annually during the third fiscal quarter, aligning this assessment with our strategic planning process.
Depreciation and Amortization Our long-lived assets include property, plant, and equipment, right-of-use assets, and certain other intangible assets acquired through business acquisitions. We assign useful lives to these assets based on their nature and expected usage, with ranges typically spanning from 3 to 30 years.
Sales of Technology Products and Services decreased in fiscal 2024, as compared to fiscal 2023, primarily due to lower hardware sales volumes. Our Agriculture business remains cyclical and is influenced by factors such as changes in net farm income, commodity prices, weather volatility, geopolitical events, and farmer sentiment regarding future economic conditions.
The decline was further exacerbated by unfavorable foreign currency translation effects of $7.7 million. The Agriculture business remains cyclical and is influenced by factors such as net farm income, commodity prices, weather volatility, geopolitical events, and farmer sentiment regarding future economic conditions. We actively monitor these variables across our key markets.
We actively monitor the global economy for potential factors that could impact the operating results of our reporting units. Should adverse conditions arise, we will conduct an impairment test for any affected reporting units prior to our annual testing.
However, changes in multiple assumptions simultaneously, or adverse changes in future operating performance or market conditions, could significantly impact the estimated fair values of our reporting units. We actively monitor the global economy for potential factors that could impact the operating results of our reporting units.
These reductions were partially offset by higher insurance expenses and increased technology costs. In addition, in fiscal 2023, we incurred $8.8 million in severance and other employee benefit costs within Corporate expense as part of the Realignment Program.
This decrease was partially offset by higher professional services fees, insurance expenses, and technology costs. In addition, during fiscal 2025, we incurred $4.9 million in realignment charges within Corporate expense.
Looking ahead, Irrigation Equipment and Parts sales in North America are expected to remain muted for fiscal 2025. Agriculture segment gross profit decreased in fiscal 2024, as compared to fiscal 2023, primarily due to lower sales volumes, particularly in North America and Brazil, as well as an unfavorable geographic sales mix.
Agriculture segment gross profit decreased 6.9% in fiscal 2025, as compared to fiscal 2024, primarily due to lower sales volumes, particularly in North America and South America, which more than offset volume gains in the EMEA region.
Investing activities in fiscal 2023 included capital spending of $96.8 million and the acquisition of HR Products, net of cash acquired, of $32.7 million, partially offset by proceeds of $6.4 million from the divestiture of Torrent Engineering and Equipment Company, LLC, net of cash divested, and proceeds of $7.5 million from property damage insurance claims.
Investing activities in fiscal 2025 included capital spending of $145.0 million partially offset by proceeds of sales of assets of $2.2 million and proceeds from property damage insurance claims of $1.4 million.
Furthermore, in fiscal 2023, we incurred $9.1 million in severance costs within the Agriculture segment related to the Realignment Program. Corporate Corporate SG&A decreased in fiscal 2024, as compared to fiscal 2023, primarily due to lower compensation costs resulting from the Realignment Program in fiscal 2023, as well as reduced incentive expenses.
The decline was primarily driven by lower sales volumes in North America, charges related to the agriculture solar business totaling $5.9 million, and realignment charges of $2.9 million. Corporate Corporate SG&A decreased by 8.2% in fiscal 2025, as compared to fiscal 2024, primarily due to lower compensation and incentive costs.
Agriculture Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ ​ ​ ​ ​ ​ ​ December 28, ​ December 30, ​ Dollar ​ Percent Dollars in thousands 2024 2023 Change Change North America ​ $ 570,517 ​ $ 587,056 $ (16,539) (2.8) % International ​ ​ 513,191 ​ ​ 595,167 ​ (81,976) (13.8) % Total sales ​ $ 1,083,708 ​ $ 1,182,223 ​ $ (98,515) (8.3) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income ​ $ 138,336 ​ $ 16,850 ​ $ 121,486 721.0 % In North America, Agriculture segment sales declined in fiscal 2024, as compared to fiscal 2023.
Agriculture Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 28, ​ Dollar ​ Percent Dollars in thousands ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Change ​ ​ ​ Change North America ​ $ 506,316 ​ $ 570,517 $ (64,201) (11.3%) International ​ ​ 514,434 ​ ​ 513,191 ​ 1,243 0.2% Total sales ​ $ 1,020,750 ​ $ 1,083,708 ​ $ (62,958) (5.8%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income ​ $ 92,076 ​ $ 138,336 ​ $ (46,260) (33.4%) In North America, Agriculture segment sales decreased by 11.3% in fiscal 2025, as compared to fiscal 2024, primarily due to lower irrigation equipment sales volumes, reflecting continued softness in the agriculture market.
As of December 28, 2024, we had open option contracts with a notional amount of $0.6 million for the total purchase of 2,604,000 gallons of diesel fuel from December 2024 to June 2026. CRITICAL ACCOUNTING ESTIMATES The accounting policies described below involve significant judgments and estimates that are used in preparing our Consolidated Financial Statements.
As of December 27, 2025, we had open option contracts with a notional amount of $8.3 million for the total purchase of 4,032,000 gallons of diesel fuel from December 2025 to June 2027. Zinc is a critical input for our Coatings product line, where it is used in the hot-dipped galvanizing process.
ROIC and Adjusted ROIC, as presented, may not be directly comparable to similarly titled measures used by other companies. Adjusted EBITDA – Adjusted EBITDA is a key financial metric we use to assess our maximum borrowing capacity.
Additionally, ROIC and Adjusted ROIC, as presented, may not be directly comparable to similarly titled measures used by other companies. The following table shows how invested capital, ROIC, and Adjusted ROIC are calculated from our Consolidated Statements of Earnings and our Consolidated Balance Sheets.
If a loss on a performance obligation is projected, a provision for loss is recognized, regardless of production status.
During fiscal 2025, 2024, and 2023, no significant input or estimate adjustments were made that impacted revenue 36 Table of Contents recognition for prior fiscal years. If a loss on a performance obligation is projected, a provision for loss is recognized, regardless of production status.
For the fiscal 2024 annual goodwill impairment test, we estimated the fair value of the twelve reporting units with recorded goodwill using a discounted cash flow model. This model factors in projected after-tax cash flows from operations, net of capital expenditures, discounted to their present value.
Impairment of Goodwill and Other Intangible Assets We evaluate goodwill for impairment annually during the third fiscal quarter, aligning this assessment with our strategic planning process. For the fiscal 2025 annual goodwill impairment test, we estimated the fair value of the eleven 34 Table of Contents reporting units with recorded goodwill using a discounted cash flow model.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information required by this item is included in the section “Market Risk” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this report. ​ 35 Table of Contents
Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information required by this item is included in the section “Market Risk” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this report. ​ 37 Table of Contents

Other VMI 10-K year-over-year comparisons