VMINYSESEC EDGAREDGAR

VALMONT INDUSTRIES INC

Fabricated Structural Metal Products·OMAHA, NE·FY end 12/26·CIK 102729

Board of Directors

11 members · 9 independent · FY 2025
DirectorRoleTenureAgeCommitteesIndep.Annual fees
Mogens C. BayChair33y77———
Ritu FavreDirector6y57AuditNCG—
Richard A. LanohaDirector7y58Human Resources Committee—
Paul T. MaassDirector1y60——
James B. MillikenDirector15y68NCGAudit—
Catherine James PagliaLead Independent Director14y73Human Resources CommitteeAudit—
Deborah H. CaplanDirector2y63Human Resources Committee—
Avner M. ApplbaumCEO and Director3y54———
Daniel P. NearyDirector21y74Human Resources CommitteeAudit—
Theo FreyeDirector11y76NCG—
Joan Robinson-BerryDirector6y66Human Resources CommitteeNCG—

Risk-factor diff

FY 2025 10-K vs. FY 2024
+57 new−26 removed

Net-new paragraphs in the most recent 10-K's Item 1A. Companies rarely add risk language without a real reason — additions here are often a leading signal of management concerns.

NEW · FY 2025

“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. Additionally, we use gasoline and diesel fuel to transport raw materials to our locations and deliver finished goods to our customers. The markets for these commodities can be volatile. The following factors increase th…”

NEW · FY 2025

“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”

NEW · FY 2025

“Rising steel prices 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. 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. Steel is particularly significant for our Utility product line, where the cost of steel has accounted for approxima…”

NEW · FY 2025

“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. Similarly, decreases in steel prices can result in reduced operating margins in our Utility businesses due to long production lead times.”

NEW · FY 2025

“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.”

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Policies & disclosures

Clawback, anti-hedging, stock ownership, and related-party policies will populate from extracted proxy sections.