DEF 14A of Valmont Industries Inc, Mar 11, 2026

DEF 14A of Valmont Industries Inc

Filed Mar 11, 2026 · FY20250001104659-26-026141

Open on EDGAR

  1. R. ANDREW MASSEY

    R. ANDREW MASSEY Vice President, Chief Legal Officer and Corporate Secretary Proxy Statement Summary TIME AND PLACE OF THE ANNUAL MEETING

  2. R. ANDREW MASSEY

    | | Where | | When | | Time | | | Valmont Headquarters, Omaha, Nebraska | | Monday, April 27, 2026 | | at 10:00 a.m. Central Daylight Time |

  3. R. ANDREW MASSEY

    MEETING AGENDA

  4. R. ANDREW MASSEY

    | Voting Matters | Board Recommendation | Page | | Election of Four Director Nominees | FOR | 4 | | Approval of the Valmont 2026 Employee Stock Purchase Plan | FOR | 41 | | Advisory Vote on Executive Compensation | FOR | 44 | | Ratification of Appointment of Independent Auditors | FOR | 47 |

  5. R. ANDREW MASSEY

    HOW TO VOTE We encourage you to vote at your earliest convenience, by one of the following means, before the Annual Meeting ■ By visiting proxyvote.com on the Internet through your computer or mobile device, ■ By calling 1-800-579-1639, or ■ By signing, dating and returning your proxy card, if you receive your proxy materials by mail. PLEASE VOTE AS SOON AS POSSIBLE, EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING. PROXY STATEMENT To Our Shareholders: The board of directors of Valmont Industries, Inc. solicits your proxy in the form enclosed for use at the Annual Meeting of Shareholders to be held on Monday, April 27, 2026, or at any adjournments thereof. At the close of business on March 2, 2026, the record date for shareholders entitled to notice of and to vote at the meeting, there were outstanding 19,547,213 shares of the Company’s common stock. There were no preferred shares outstanding. All holders of common stock are entitled to one vote for each share of stock held by them. We will provide a live audio webcast of the meeting beginning at 10:00 a.m. Central Daylight Time on April 27, 2026. The webcast will provide the audio portion of the meeting only. The webcast does not constitute attendance, but will provide shareholders who cannot attend an opportunity to receive timely audio of the meeting. To listen to the meeting by telephone, please dial 1-877-407-6184 or 1-201-389-0877 (no Conference ID is needed), or go to investors.valmont.com, where a link will provide for access to the audio of the meeting. The presence of a majority of the outstanding common stock represented in person or by proxy at the meeting will constitute a quorum. Shares represented by proxies that are marked “abstain” will be counted as shares present for purposes of determining the presence of a quorum. Proxies relating to “street name” shares that are voted by brokers on some matters will be treated as shares present for purposes of determining the presence of a quorum, but will not be treated as shares entitled to vote at the Annual Meeting on those matters as to which authority to vote is withheld by the broker (“broker non-votes”). Please note that if you hold your shares through a broker, your broker may not vote your shares on certain matters in the absence of your specific instructions as to how to vote. In order for your vote to be counted, please make sure that you submit your vote to your broker. Election of the four director nominees requires the affirmative vote of a majority of the votes cast for the election of directors at the Annual Meeting. Votes may be cast in favor of or withheld with respect to all of the director nominees, or any of them. Abstentions and broker non-votes are not treated as votes cast and therefore will not affect the outcome of the election of directors. An incumbent director nominee who receives a greater number of votes “withheld” than “for” in an election is required to tender his or her resignation to the board, and the resignation will be accepted or rejected by the board as more fully described in Election of Directors. The proposals to approve the ratification of the appointment of the auditors, approve the Valmont 2026 Employee Stock Purchase Plan and the approval of the advisory say-on-pay resolution on executive compensation will be decided by the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote. Abstentions will be counted; they will have the same effect as a vote against the matter. Broker non-votes will be disregarded. Any shareholder giving a proxy may revoke it before the meeting whether delivered by telephone, Internet or through the mail, by using the telephone voting procedures, the Internet voting procedures or by mailing a signed instrument revoking the proxy to: Corporate Secretary, Valmont Industries, Inc., 15000 Valmont Plaza, Omaha, Nebraska 68154-5215. To be effective, a mailed revocation must be received by the Corporate Secretary before the date of the meeting and a telephonic or Internet revocation must be submitted by 11:59 p.m. Eastern Time on April 26, 2026. A shareholder may attend the meeting in person and at that time withdraw the proxy and vote in person. As permitted by Securities and Exchange Commission rules, Valmont is making this proxy statement and its annual report available to its shareholders electronically via the Internet. On March 11, 2026, we mailed to many of our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access this proxy statement and our annual report and to vote online. If you received such a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy statement and annual report. The Notice also instructs you on how you may submit your proxy over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice. The Securities and Exchange Commission’s rules permit us to deliver a single Notice or set of this proxy statement and our annual report to one address shared by two or more of our shareholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one Notice or set of this proxy statement and our annual report to multiple shareholders who share an address, unless we received contrary instructions from such shareholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the Notice or a set of this proxy statement and our annual report, as requested, to any shareholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Notice or this proxy statement and our annual report, contact Broadridge Financial Solutions, Inc. at 1-800-579-1639 or by email at sendmaterial@proxyvote.com. The cost of solicitation of proxies, including the cost of reimbursing banks and brokers for forwarding proxy materials to their principals, will be borne by the Company. Certain Shareholders The following table sets forth, as of March 2, 2026, the number of shares beneficially owned by (i) persons known to the Company to be beneficial owners of more than 5% of the Company’s outstanding common stock, (ii) directors, (iii) named executive officers, and (iv) all directors and executive officers as a group.

  6. R. ANDREW MASSEY

    | Name | Amount and Nature of Beneficial Ownership(1) | Percent of Class(2) | | 5% Owners | | | | BlackRock, Inc.(3) | 1,859,924 | 9.5% | | The Vanguard Group(4) | 2,100,156 | 10.7% | | Neuberger Berman Group LLC(5) | 1,049,251 | 5.4% | | Directors | | | | Mogens C. Bay(6) | 129,809 | | | Daniel P. Neary | 24,496 | | | James B. Milliken | 8,561 | | | Catherine James Paglia | 10,495 | | | Theo W. Freye | 3,264 | | | Richard A. Lanoha | 3,335 | | | Ritu Favre | 2,668 | | | Joan Robinson-Berry | 2,487 | | | Deborah Caplan | 579 | | | Paul T. Maass | 0 | | | Named Executive Officers | | | | Avner M. Applbaum | 49,642 | | | Thomas Liguori | 1,642 | | | Christopher Colwell | 6,763 | | | Darryl Matthews | 1,114 | | | Gregory Turi | 4,136 | | | J. Timothy Donahue | 18,561 | | | All Executive Officers and Directors as Group (20 persons) | 276,994 | |

  7. R. ANDREW MASSEY

    (1) Includes shares which the executive officers have, or within 60 days of March 2, 2026 will have, the right to acquire through the exercise of stock options, as follows:

  8. R. ANDREW MASSEY

    | | Shares | | Avner M. Applbaum | 31,446 | | Thomas Liguori | 966 | | Christopher Colwell | 542 | | Darryl Matthews | 693 | | All Executive Officers as a group (10 persons) | 44,121 |

  9. R. ANDREW MASSEY

    Includes 579 restricted stock units for each of the directors (other than director Applbaum) which will vest within 60 days of March 2, 2026. (2) Unless otherwise indicated, beneficial ownership of any named individual does not exceed 1% of the outstanding shares of common stock. (3) Based on a Schedule 13G filed by BlackRock, Inc. (“BlackRock”) with the Securities and Exchange Commission (“SEC”) on November 8, 2024. The address of BlackRock, Inc. is listed on the filing as 50 Hudson Yards, New York, NY 10051. According to Blackrock’s Form 13F filed with the SEC on February 12, 2026, reporting the securities it held as of December 31, 2025, BlackRock reported holdings of 1,872,648 shares (9.6% of class). (4) Based on a Schedule 13G filed by The Vanguard Group (“Vanguard”) with the SEC on February 13, 2024. The address of Vanguard Group is listed on the filing as 100 Vanguard Boulevard Malvern, PA 19355. According to Vanguard’s Form 13F filed with the SEC on January 29, 2026, reporting the securities it held as of December 31, 2025, Vanguard reported holdings of 1,911,803 shares (9.8% of class). (5) Based on a Schedule 13G filed by Neuberger Berman Group LLC (“Neuberger Berman”) with the SEC on February 12, 2024. The address of Neuberger Berman Group LLC is listed on the filing as 1290 Avenue of the Americas, New York, NY 10104. According to Neuberger Berman’s Form 13F filed with the SEC on February 13, 2026, reporting the securities it held as of December 31, 2025, Neuberger Berman reported holdings of 674,599 shares (3.5% of class). Does not include 250,000 shares owned by the Robert B. Daugherty Foundation over which Mr. Bay shares voting power. The Company’s board of directors is currently composed of eleven members. The board is divided into three classes and each class serves for three years on a staggered term basis. Three directors have terms of office that expire at the Annual Meeting: Directors Bay, Favre and Lanoha. These individuals, plus new director Paul Maass have been nominated by the board of directors, upon recommendation of the Governance and Nominating Committee, for re-election to three-year terms. Seven directors have joined the board since June 2015. Three directors who were identified by an independent third-party search firm joined the board since 2020. The Company bylaws provide that directors are elected by the affirmative vote of a majority of the votes cast with respect to the director at the meeting, unless the number of nominees exceeds the number of directors to be elected (a contested election), in which case directors will be elected by the vote of a plurality of the shares present and entitled to vote at the meeting. If an incumbent director receives a greater number of votes “withheld” than “for”, the director is required to promptly tender his or her resignation to the board. The Governance and Nominating Committee will consider the tendered resignation and recommend to the board whether to accept or reject the resignation or whether other action should be taken. The board will act on the tendered resignation and publicly disclose its decision within 90 days from the certification of the election results. The director who tenders his or her resignation will not participate in the Committee’s recommendation or the board action regarding whether to accept or reject the tendered resignation. The Company’s policy on director retirement as expressed in the Corporate Governance Principles, provides that a director will not be nominated to a new term if the director would be over age 75 at the time of election. The board evaluated Mr. Bay’s experience and value in director leadership and strategic planning matters and determined not to apply the policy to Mr. Bay. The board has nominated Mr. Bay for a three-year term expiring in 2029. Mr. Bay will continue to serve as Chair of the Board until April 2027. Ms. Paglia, current lead director, will become Vice Chair of the Board in April 2026 and Chair of the Board in April 2027 (and Valmont will no longer have a lead director). The shares represented by the enclosed proxy will be voted for the election of the nominees named above. In the event any of such nominees becomes unavailable for election, the proxy holders will have discretionary authority to vote the proxies for a substitute. The board of directors has no reason to believe that any such nominee will be unavailable to serve. The following discussion provides information about the four nominees, and the seven directors whose terms expire in 2027 and 2028, including ages, years of service, business experience, and service on other boards of directors within the past five years. Information is also provided concerning each person’s specific experience, qualifications, attributes or skills that led the board to conclude that the person should serve as a director of the Company. NOMINEES FOR ELECTION

  10. R. ANDREW MASSEY

    | DIRECTOR SINCE: October 1993 | | CHAIRMAN OF THE BOARD |

  11. R. ANDREW MASSEY

    Mogens C. Bay ■ Mr. Bay, age 77, has been non-executive Chairman of the Company since January 2019. ■ He served as Executive Chairman of the Company during 2018. ■ He was Chairman and Chief Executive Officer of the Company from January 1997 through December 2017, and President and Chief Executive Officer of the Company from August 1993 through December 1996. ■ Mr. Bay previously served as a director of Peter Kiewit Sons’, Inc. and of ConAgra Foods, Inc. ■ Mr. Bay holds dual United States and Danish citizenship. Mr. Bay’s 40 years of experience with Valmont provides an extensive knowledge of Valmont’s operating companies and its lines of business, its long-term strategies and domestic and international growth opportunities.

  12. R. ANDREW MASSEY

    | DIRECTOR SINCE: September 2020 | | BOARD COMMITTEES: Audit Committee (Chair) Governance and Nominating Committee |

  13. R. ANDREW MASSEY

    Ritu Favre ■ Ms. Favre, age 57, is the Group President, Test & Measurement Segment, Emerson Electric since October 2023. Emerson Electric had revenue of $18 billion in 2025. ■ She was previously the Executive Vice President of Business Units at National Instruments November 2022-October 2023; Executive Vice President and General Manager of Semiconductor and Electronics; Aerospace, Defense, and Government; and Transportation Business Units at National Instruments January 2021-November 2022; and Senior Vice President and General Manager of the Semiconductor Business at National Instruments (2019-2021). ■ She was the Chief Executive Officer NEXT Biometrics (2017-2019) and the Senior Vice President, Biometrics Products Division, Synaptics (2014-2016). ■ Ms. Favre self-identifies as Asian. ■ Ms. Favre previously served on the board of directors of Cohu, Inc., a public semiconductor manufacturing company. ■ Ms. Favre holds a Master of Science in Electrical Engineering and has 30 years of experience specializing in the development and management of technology solutions. ■ Her engineering, technology, information security and related management experience provides a valuable resource of strategic input to the Valmont board of directors.

  14. R. ANDREW MASSEY

    | DIRECTOR SINCE: October 2019 | | BOARD COMMITTEES: Human Resources Committee |

  15. R. ANDREW MASSEY

    Richard A. Lanoha ■ Mr. Lanoha, age 58, has been President and Chief Executive Officer of Peter Kiewit Sons’ Inc. and Kiewit Corporation since January 2020. ■ He was President and Chief Operating Officer of Kiewit 2016-2019. ■ He was President of Kiewit Energy Group 2012-2016 and Executive Vice President of Kiewit Industrial Group responsible for Kiewit Energy and Kiewit Power divisions of Kiewit 2010-2012. ■ Kiewit’s revenues were in excess of $18 billion in 2025. ■ Mr. Lanoha has management experience of infrastructure construction operations at Kiewit and his experience provides a valuable resource of strategic and oversight input to the Valmont board of directors.

  16. R. ANDREW MASSEY

    | DIRECTOR SINCE: February 2026 |

  17. R. ANDREW MASSEY

    Paul T. Maass ■ Mr. Maass, age 60, is Chief Executive Officer of The Scoular Company, a leading commodity and ingredient agribusiness, and a member of its board of directors since 2016. ■ Scoular is one of the largest privately held companies in the U.S with over $7 billion in annual sales. ■ Prior to joining Scoular he served in various leadership roles with ConAgra Foods (now Conagra Brands) from 1988-2015. ■ Mr. Maass is a member of the board of directors of Lamb-Weston Holding, Inc. (since July 2025) and the Federal Reserve Bank of Kansas City (since 2023). ■ He has a Bachelor of Science degree in agricultural business from Iowa State University. ■ Mr. Maass has strong leadership and strategic capabilities, and has significant expertise in finance and risk and compliance oversight, providing valuable input to Valmont’s board of directors.

  18. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES CONTINUING DIRECTORS — TERMS EXPIRE 2028

  19. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    | DIRECTOR SINCE: December 2011 | | BOARD COMMITTEES: Governance and Nominating Committee (Chair) Audit Committee |

  20. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    James B. Milliken ■ Mr. Milliken, age 68, is President of the University of California System since August 2025. The System enrolls nearly 250,000 students and has an annual revenue of over $53 billion. ■ He was Chancellor of the University of Texas System from August 2018 to May 2025. He was Chancellor of the City University of New York from June 2014 to May 2018. Mr. Milliken was President of the University of Nebraska from August 2004 to May 2014. ■ Mr. Milliken has a law degree from New York University and practiced law on Wall Street before his career in higher education. ■ He has led large, complex organizations, having served as CEO of four major university systems over the last 20 years. ■ He has led the development of research, education and public-private partnerships in multiple countries, including India, China and Brazil. ■ He is a member of the Council on Foreign Relations. Throughout his career, he has worked at the intersection of business and higher education, on the Council on Competitiveness, the Business-Higher Education Forum, and in state economic development. ■ Mr. Milliken’s experience in strategy development, management and international engagement provides value to the Valmont board of directors.

  21. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    | DIRECTOR SINCE: February 2012 | | LEAD DIRECTOR BOARD COMMITTEES: Human Resources Committee Audit Committee |

  22. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    Catherine James Paglia ■ Ms. Paglia, age 73, has been a director of Enterprise Asset Management, Inc., a New York based privately held real estate and asset management company since September 1998. ■ Ms. Paglia previously spent eight years as a managing director at Morgan Stanley, ten years as a managing director of Interlaken Capital, and served as chief financial officer of two public corporations. ■ Ms. Paglia serves on the board of directors of the Columbia Funds. Her extensive Wall Street experience and prior service as a chief financial officer of public companies provide an excellent background for membership on Valmont’s Board of Directors, including the Audit Committee.

  23. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    | DIRECTOR SINCE: October 2024 | | BOARD COMMITTEES: Human Resources Committee |

  24. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    Deborah H. Caplan ■ Ms. Caplan, age 63, was previously Executive Vice President, Human Resources and Corporate Services, NextEra Energy Inc. from April 2013 to March 2024 and previously Vice President and Chief Operating Officer of Florida Power & Light Company, a NextEra subsidiary. NextEra is a Fortune 200 company. ■ Ms. Caplan has a Bachelor’s degree in aerospace engineering from the University of Michigan and a Master’s of Science degree in manufacturing engineering from Boston University. ■ She has served as a director of Mid-American Apartment Communities since 2023; Arthur J. Gallagher since May 2024; and previously as a director of Terminix from 2019-2022. ■ Ms. Caplan has extensive domestic and international operational experience in management, human resources, supply chain, physical security and cybersecurity positions. Ms. Caplan’s executive experience in human resources strategy is well suited to membership on the Human Resources Committee. Her C-level operations experience makes her well qualified as a member of the Valmont board of directors. CONTINUING DIRECTORS — TERMS EXPIRE 2027

  25. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    | DIRECTOR SINCE: July 2023 |

  26. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    Avner M. Applbaum ■ Mr. Applbaum, age 54, has been Chief Executive Officer of the Company since July 2023. ■ He served as Executive Vice President and Chief Financial Officer of the Company from March 2020 to July 2023. ■ Mr. Applbaum has eighteen years of experience in operational and financial roles at publicly traded manufacturing companies. ■ Mr. Applbaum is a Certified Public Accountant (inactive). ■ Mr. Applbaum’s extensive experience with manufacturing companies and with Valmont provides valuable knowledge for Valmont’s operations, financial reporting and long-term strategies.

  27. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    | DIRECTOR SINCE: December 2005 | | BOARD COMMITTEES: Human Resources Committee (Chair) Audit Committee |

  28. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    Daniel P. Neary ■ Mr. Neary, age 74, was a member of the board of directors of Mutual of Omaha (full-service and multi-line provider of insurance and financial services) until retirement effective January 2021. Mutual of Omaha’s revenues were in excess of $9 billion in 2021. ■ Mr. Neary served as CEO of Mutual from 2004-2015 and as Chairman until January 2018. ■ Mr. Neary’s training as an actuary and knowledge of the financial services industry provides valuable background for board oversight of the Company’s accounting matters. His experience in strategic development and risk assessment for the Mutual of Omaha insurance companies is well suited to membership on the Valmont board of directors.

  29. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    | DIRECTOR SINCE: June 2015 | | BOARD COMMITTEES: Governance and Nominating Committee |

  30. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    Theo Freye ■ Mr. Freye, age 76, retired in October 2014 as CEO of CLAAS KGaA, a $4.5 billion family-owned agricultural machinery firm headquartered in Germany. ■ Mr. Freye, a citizen of Germany, has more than 30 years of international machinery experience, including several years as Chairman and President of the North American CLAAS operations and as the General Manager of Caterpillar-CLAAS, a joint venture serving the North American and Australian markets. ■ He holds a Master’s Degree in Mechanical Engineering and a Ph.D. in Agricultural Science. ■ His extensive international business experience and engineering background provides value to the Valmont board of directors.

  31. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    | DIRECTOR SINCE: September 2020 | | BOARD COMMITTEES: Human Resources Committee Governance and Nominating Committee |

  32. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    Joan Robinson-Berry ■ Ms. Robinson-Berry, age 66, retired in July 2020 as Vice President, Chief Engineer, Boeing Global Services. ■ Ms. Robinson-Berry served as Vice President, Engineering, Boeing Global Services (2018-2019), Vice President, General Manager, Boeing South Carolina (2016-2018), and Vice President, Chief Procurement Officer, Boeing Shared Services Group (2012-2016). ■ Ms. Robinson-Berry holds a Masters of Science in Engineering Management and Business Administration and has over 35 years of global and domestic experience in engineering, operations, supply management and program management. ■ Ms. Robinson-Berry was responsible for product and product services safety, technical integrity and engineering for a $22 billion business unit of Boeing. Her engineering and operations experience make her well qualified as a member of the Valmont board of directors. BOARD OF DIRECTORS DIVERSITY The following diversity matrix applies to eleven members of our board of directors following the Annual Meeting.

  33. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    | | Male | Female | | Gender | ■ ■ ■ ■ ■ ■ ■ | ■ ■ ■ ■ | | African American Directors | | ■ | | Asian Directors | | ■ | | Directors with Non-U.S. or Dual Citizenship | ■ ■ | | | Independent Directors | ■ ■ ■ ■ ■ ■ | ■ ■ ■ ■ | | Directors joining Board since October 2019 | ■ ■ ■ | ■ ■ ■ |

  34. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    BOARD OF DIRECTORS SKILLS AND EXPERIENCE The following matrix provides information regarding the eleven members of our Board following the Annual Meeting, including certain types of knowledge, skills and experience possessed by one or more of our directors, which our Board believes are relevant to our business and industry. The matrix does not encompass all of the knowledge, skills and experience of our directors.

  35. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    | Board leadership experience | ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ | | Industrial / manufacturing experience | ■ ■ ■ ■ ■ ■ ■ ■ | | Financial background | ■ ■ ■ | | International experience | ■ ■ ■ ■ ■ ■ ■ ■ | | Corporate governance and oversight background | ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ | | Engineering experience | ■ ■ ■ ■ | | Operations experience | ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ | | Human capital experience | ■ ■ ■ ■ ■ ■ ■ ■ ■ | | Information technology experience | ■ ■ ■ ■ ■ ■ ■ | | Cybersecurity experience | ■ ■ ■ ■ ■ | | Technology / R&D experience | ■ ■ ■ ■ ■ ■ ■ ■ |

  36. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    Information technology experience includes management background experience in the areas of information technology policy in governance, risk management, assessment, evaluation, architecture and engineering, or planning. Technology/R&D experience includes management experience in various technologies and related development activities. BOARD COMMITTEES The Board has the following standing committees: Audit; Human Resources; and Governance and Nominating. AUDIT COMMITTEE The current members of the Audit Committee are directors Favre (Chair), Neary, Paglia and Milliken. All members of the Audit Committee are independent within the meaning of the Company’s Corporate Governance Principles and the listing standards of the NYSE. The board has determined that all members of the Audit Committee are qualified as audit committee financial experts within the meaning of SEC regulations. The Audit Committee acts under a written charter, adopted by the board of directors, a copy of which is available on the Company’s website at investors.valmont.com. The 2025 report of the Audit Committee is included in this proxy statement. The Audit Committee met six times during 2025. The Audit Committee assists the board by reviewing the integrity of the financial statements of the Company; the qualifications, independence and performance of the Company’s independent auditors and internal auditing department; and compliance by the Company with legal and regulatory requirements. The Committee also oversees the Company’s risk with respect to operational, compliance and financial matters including legal, insurance, information technology and cybersecurity matters. The Audit Committee has sole authority to retain, compensate, oversee and terminate the independent auditor. The Audit Committee reviews the Company’s annual audited financial statements, quarterly financial statements, and filings with the Securities and Exchange Commission. The Audit Committee reviews reports on various matters, including critical accounting policies of the Company, significant changes in the Company’s selection or application of accounting principles, and the Company’s internal control processes. The Audit Committee pre-approves all audit and non-audit services performed by the independent auditor. The Audit Committee has a written policy with respect to its review and approval or ratification of transactions between the Company and a director, executive officer or related person. The Audit Committee reviews and approves or disapproves any material related person transaction, i.e., a transaction in which the Company is a participant, the amount involved exceeds $120,000, and a director, executive officer or related person has a direct or indirect material interest. The Audit Committee reports to the board of directors any such material related person transaction that it approves or does not approve. HUMAN RESOURCES COMMITTEE The current members of the Human Resources Committee are directors Neary (Chair), Paglia, Lanoha, Robinson-Berry and Caplan. All members of the Human Resources Committee are independent within the meaning of the Company’s Corporate Governance Principles and the listing standards of the NYSE. The Human Resources Committee acts under a written charter, adopted by the board of directors, a copy of which is available on the Company’s website at investors.valmont.com. The report of the Human Resources Committee is included in this proxy statement. The Human Resources Committee met four times during 2025. The Human Resources Committee assists the board in fulfilling its responsibilities relating to compensation of the Company’s directors, executive officers, corporate officers and other selected employees. The Committee has responsibility for reviewing, evaluating and approving compensation plans, policies and programs for such persons. The Committee oversees the Company’s risk with respect to human capital resources and compensation matters; the Committee also oversees and receives reports on labor practices, human rights policies, employee health and safety, and employee diversity and inclusion. The Human Resources Committee annually reviews and approves corporate goals and objectives for the chief executive officer’s compensation and evaluates the chief executive officer’s performance in light of those goals and objectives. The Human Resources Committee, together with the other independent directors, determines the chief executive officer’s compensation. The Committee also approves incentive compensation plans and equity-based plans for executive officers and other selected employees. The Committee reviews the Company’s management level organization and programs for management development and succession planning and reviews reports from management on human resources topics as determined by the Committee. The Human Resources Committee has established stock ownership and retention guidelines for company officers, which are described in this proxy statement in Corporate Governance — Governance Actions. The board, upon recommendation of the Human Resources Committee, has established stock ownership guidelines for Company directors, which are described in this proxy statement in Corporate Governance — Governance Actions. The Human Resources Committee has the authority to retain the services of independent consultants and other experts to assist in fulfilling its responsibilities. The Committee has engaged the services of Frederic W. Cook & Co., Inc. (FW Cook), a national executive compensation consulting firm, to review and provide recommendations concerning all of the components of the Company’s executive compensation program. FW Cook performs services solely on behalf of the Committee and does not perform any services for the Company. The Committee has assessed the independence of FW Cook pursuant to SEC rules and concluded that no conflict of interest exists that would prevent FW Cook from independently representing the Committee. GOVERNANCE AND NOMINATING COMMITTEE The current members of the Governance and Nominating Committee are directors Milliken (Chair), Freye, Favre and Robinson-Berry. All members of the Governance and Nominating Committee are independent within the meaning of the Company’s Corporate Governance Principles and the listing standards of the NYSE. The Governance and Nominating Committee acts under a written charter, adopted by the board of directors, a copy of which is available on the Company’s website at investors.valmont.com. The Governance and Nominating Committee met four times during 2025. The Governance and Nominating Committee assists the board by (1) recommending to the board corporate governance principles for the Company, (2) identifying qualified candidates for membership on the board, proposing to the board a slate of directors for election by the shareholders at each annual meeting, and proposing to the board candidates to fill vacancies on the board, (3) overseeing the Company’s risk with respect to governance structure and related matters, including shareholder engagement, (4) overseeing environmental, health and safety and social risks and (5) overseeing sustainability matters, including climate change, energy management, water standards and carbon management. The Committee oversees Board leadership, succession, onboarding and education. The Committee coordinates the annual self-evaluation by the directors of the board’s performance, the CEO’s performance and the annual performance evaluation by each committee of the board. The Committee oversees the Company’s process for consideration of nominees to the Company’s board of directors. The process is described in Director Nomination Process.

  37. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    The board of directors has oversight responsibility for risks affecting the Company. The Board has delegated risk oversight with respect to operational, compliance and financial matters, including legal, insurance, cybersecurity and information technology risk, to the Audit Committee. The Board has delegated risk oversight with respect to compensation matters and human capital resource matters to the Human Resources Committee; the Committee also oversees and reviews Company reports on labor practices, human rights policies, employee health and safety, and employee diversity and inclusion. The Board has delegated risk oversight with respect to governance structure related matters, including shareholder engagement, to the Governance and Nominating Committee; the Committee oversees board leadership, succession, onboarding and education. The Board has delegated oversight of policies and operational controls of environmental, health and safety, and social risks to the Governance and Nominating Committee; the Committee also oversees sustainability matters including climate change, energy management, water standards and carbon management. CORPORATE GOVERNANCE HIGHLIGHTS DIRECTOR INDEPENDENCE AND BOARD LEADERSHIP ■ Ten of the eleven directors serving after the Annual Meeting are independent. ■ All Board committees are fully independent. ■ Lead independent director presides at executive sessions of the independent directors. BOARD REFRESHMENT & DIVERSITY ■ Six directors have joined the Board since October 2019. ■ There is an established retirement age for directors. ■ Four directors are women, including one African American and one who self-identifies as Asian. Of the directors serving after the Annual Meeting, two directors were born outside of the United States and two currently have non-U.S. citizenship or dual citizenship. GOVERNANCE BEST PRACTICES ■ The Board has established a majority voting system for the election of directors. ■ Directors and executive officers are required to hold shares at multiples of their retainer or salaries. ■ Our executive clawback policy provides for the recovery of erroneously awarded equity compensation following a financial restatement due to material noncompliance with financial reporting requirements. ■ We have a broader compensation recoupment policy applicable to employees in the event of financial restatements due to fraud. ■ Directors, executive officers and corporate officers are prohibited from engaging in pledging or hedging of Company stock. HUMAN CAPITAL RESOURCES HIGHLIGHTS WORKFORCE AND POLICIES ■ The Human Resources Committee receives periodic reports on workforce profile; recruiting, retention, advancement and compensation practices; and employee wellbeing and engagement, safety and health and welfare benefits. ■ Our Code of Business Conduct, published on our website at investors.valmont.com, provides guidance to help each Valmont employee do the right thing. The Code outlines what customers, suppliers, colleagues, shareholders and communities expect of us, and reflects our commitment to acting responsibly and treating each other fairly and with respect. ■ As of December 27, 2025, Valmont employed approximately 6,300 employees in the United States and approximately 4,500 employees outside the United States. Our Human Rights Policy, published on our website at investors.valmont.com, requires equal opportunity and fair treatment. The Policy prohibits discrimination on the basis of age, race, disability, ethnicity, marital or family status, origin, religion, gender, sexual orientation, veteran status or gender identity. Our Political Contributions Policy prohibits the use of Company funds for political purposes. ■ Valmont maintains a global whistleblower reporting system available to all employees worldwide. RECRUITMENT, RETENTION AND ADVANCEMENT ■ Our compensation program is designed to attract and retain talent and includes competitive base salaries, annual performance-based incentives for many employees, and annual equity grants to over 350 employees. We provide market-competitive benefits programs tailored to each country in which we operate. In the United States, employees and their families are offered a comprehensive total well-being benefits package designed to support overall wellness, including emotional health resources, medical and dental insurance, paid time off, employer-paid life insurance, short-term and long-term disability coverage, retirement plans, and voluntary programs such as tobacco cessation, Type 2 diabetes reversal, cardiovascular monitoring, mortgage services, home and auto insurance and health coaching. Outside the United States, employees receive statutory benefits and locally competitive programs aligned with regional market practices and legal requirements. ■ All qualified applicants receive consideration for employment. In 2025, the Company received over 57,000 applications for over 1,700 open positions. Throughout 2025, approximately 41% of all open positions were filled from within or referred from current employees. ■ The Board of Directors conducts an annual review of high performing and high potential talent, including diverse talent and reviews succession plans for critical leadership roles. SAFETY ■ We are committed to fostering a culture in which a healthy and safe workplace is recognized as essential to our operational excellence and long-term success. ■ The Human Resources Committee receives periodic safety reports, including total recordable incident rates and lost time incident rates within Valmont. The Company reported in 2025 a 30% reduction in total recordable incident rates since 2022 and a 26% reduction in lost time incident rates since 2022. ■ Valmont utilizes the WorkCare Incident Intervention service in the United States to support employees involved in workplace incidents. This program provides immediate and ongoing care through trained professionals and an incident management system designed to improve outcomes and support employee recovery. ■ We have implemented a global Health and Safety Playbook to promote consistent standards across operations. The Playbook outlines company policies and practices related to life saving initiatives, occupational health, and business continuity and is designed to reduce workplace incidents, enhance regulatory compliance and support continuous improvement in safety performance. SUSTAINABILITY HIGHLIGHTS OVERVIEW ■ CEO Applbaum statement: Valmont is committed to innovate, engineer and manufacture sustainable solutions to increase climate resilience by addressing food insecurity, providing stronger infrastructure and enabling the delivery of reliable energy sources. Our commitment to conserving resources and improving life is deeply integrated into our business model, not only supporting our employees, the communities in which we operate, our customers and the planet, but also ensuring the long-term success and resilience of our business. ■ Valmont’s sustainability disclosures include our Sustainability Report, which contains a Sustainability Annex, EEO-1 Report, SASB Disclosure Report, GRI Report, and TCFD Disclosure, published on our website at valmont.com/sustainability. Our Sustainability White Paper and Climate White Paper are published on our website at valmont.com/sustainability. We also publish data in our Sustainability Report on our website relating to energy consumption, water usage, waste and greenhouse gas emissions. ■ Valmont’s sustainability initiative was launched in 2015, with measurements focused on electricity, hazardous and non-hazardous waste, combustion fuel, and water usage. ■ In 2020, Valmont added a climate change statement to our website, reported on Scope I emissions and the Company’s carbon footprint. The Company also began an electric vehicle program, collected Scope II emissions data, and assessed global combustion fuel goals.

  38. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    In 2023, we extended our LED lighting goal (“90/90” program) by one year and report that 90% of our manufacturing facilities have achieved 90% LED lighting transition globally. The Company has published the following 2025 sustainability goals in our Sustainability Report: ten percent reduction in carbon emissions, ongoing efforts to reduce normalized electricity usage, nineteen percent reduction in global combustion fuel mobile source emissions and one hundred percent of Valmont’s global manufacturing facilities to adopt low-flow water fixtures for non-production areas; all based on a 2018 baseline. OPERATIONS ■ We strive to improve our use of raw materials, energy and water in the manufacture of our products and provision of our services, and we work to reduce emissions, discharges and wastes generated by our operations. ■ Our solar energy and infrastructure products support more resilient, efficient, and lower-carbon energy solutions. ■ Our lighting, transportation and sign structures products support community safety efforts, the decongestion of traffic flows and reduction of auto emissions. ■ Our wireless communication products help bring reliable high-speed broadband connectivity to both rural and urban areas. ■ Our irrigation systems and technology solutions promote the efficient use of water worldwide. ■ Our coatings process extends the lifespan of steel structures, allowing for increased protection from weather events and less maintenance throughout the life of the structure. ■ The Daugherty Water for Food Global Institute, initially funded by Valmont’s founder Robert B. Daugherty, is organized to improve water management in agriculture and food systems to ensure sustainable food and water security in the face of population increases and a changing climate. CLIMATE CHANGE ■ We believe our electricity transmission and distribution infrastructure products, solar products, and irrigation systems for the efficient use of water for agriculture have resiliency and positively prepare for and respond to the effects of climate change. ■ The Board receives quarterly reports by the business leadership teams which include information on innovation required to existing products and/or development of new products to withstand changing climate conditions and extreme weather events and changes in product preferences due to climate change. ■ The Board receives annual reports with respect to sustainability goals and initiatives, including climate change reports and communications. INFORMATION TECHNOLOGY AND CYBERSECURITY ■ Our information security program covers a range of cybersecurity activities with a primary objective of protecting and maintaining the confidentiality, integrity and availability of information for our business and customers. The program and our systems are designed to identify and mitigate information security risks and data privacy breaches. ■ The Audit Committee receives regular reports on Valmont’s risk and compliance with respect to information technology, cybersecurity data privacy and segregation of duty performance. ■ Valmont measures its security performance against the ISO 27001 Framework and Enterprise Risk Management strategies. ■ Risk mitigation processes include cybersecurity incident response plan, security awareness training, cybersecurity risk assessment, third party partnerships for threat intelligence, incidence response / escalation and attack surface monitoring. Valmont has not experienced a material information security breach in the past three years. Valmont is committed to having strong corporate governance principles. The board of directors believes such principles are essential to the effective operation of Valmont’s businesses and to maintaining Valmont’s integrity in the marketplace. OVERVIEW The board of directors has adopted corporate governance principles which are set out in the Investor Relations section of the Company’s website at investors.valmont.com. The following corporate governance documents also appear on the Company’s website and these documents and the Company’s Corporate Governance Principles are available in print to any shareholder upon request to the Corporate Secretary: ■ Code of Business Conduct ■ Code of Ethics for Senior Officers ■ Audit Committee Charter ■ Human Resources Committee Charter ■ Governance and Nominating Committee Charter ■ Procedures for bringing concerns or complaints to the attention of the Audit Committee The board met five times during 2025. All directors attended at least 75% of all board meetings and all meetings of Committees on which the director served. Directors are encouraged to attend the annual shareholders’ meeting and all Company directors attended the 2025 annual shareholders’ meeting. The board of directors periodically reviews the Corporate Governance Principles and any changes are communicated to shareholders by posting them on the Company’s website. BOARD LEADERSHIP STRUCTURE AND RISK OVERSIGHT The board’s leadership structure in 2025 consisted of a Non-Executive Chairman and a Lead Director. Mr. Bay became Non-Executive Chairman in 2019. All board members have substantial business experience and all board members, with the exception of the Chief Executive Officer, are independent within the meaning of the Company’s corporate governance principles and the NYSE Listing Standards. The Company’s independent directors meet in executive session without management present at every board meeting. The Chief Executive Officer periodically updates the board on succession planning for key officers and the board reviews CEO succession planning in detail annually. Mr. Bay will continue to serve as Chair of the Board until April 2027. Ms. Paglia, current Lead Director, will become Vice Chair of the Board in April 2026 and Chair of the Board in April 2027 (and Valmont will no longer have a lead director). The board has established the position of Lead Director. The position is currently filled by independent director Catherine James Paglia. The lead director presides at executive sessions of the independent directors, approves director meeting agendas, has the ability to call meetings of the independent directors, reviews the membership of board committees, and serves as a liaison between the independent directors and the Chief Executive Officer. Interested parties who wish to contact the board of directors or the lead director may communicate through the Lead Director by writing to: Lead Director of Valmont Board of Directors, Valmont Industries, Inc., 15000 Valmont Plaza, Suite 202, Omaha, Nebraska 68154. The board has oversight responsibility for risks affecting the Company. The board has delegated risk oversight with respect to operational, compliance and financial matters including legal, insurance, information technology and cybersecurity risk to the Audit Committee. The board has delegated risk oversight with respect to human capital resources and compensation matters and labor practices, human rights policies, employee health and safety, and employee diversity and inclusion to the Human Resources Committee. The board has delegated risk oversight with respect to governance structure related matters and shareholder engagement, and board leadership, succession, onboarding and education to the Governance and Nominating Committee. The board has delegated risk oversight of policies and operational controls of environmental, health and safety, and social risks, and oversight of sustainability matters, including climate change, energy management, water standards and carbon management, to the Governance and Nominating Committee. GOVERNANCE ACTIONS The board of directors and board committees have taken a number of corporate governance actions. The more significant actions include: The board of directors has approved bylaws which adopt a majority voting system for the election of directors.

  39. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    The board of directors has adopted director stock ownership guidelines. The guidelines provide that directors should own Valmont common stock with a value at least equal to five times the director’s annual retainer. Directors have five years after joining the board to meet the guidelines. ■ The board of directors has adopted stock ownership and retention guidelines for senior management. The guidelines require an equity position having a value of 6.0 times base salary for the Chief Executive Officer, 2.5 times base salary for the Chief Financial Officer, Executive Vice Presidents, and Group Presidents, 1.5 times base salary for Senior Vice Presidents, and 1.0 times base salary for other corporate officers. The officers are required to retain 50% of the net shares acquired upon the exercise of stock options and the vesting of restricted stock until the stock ownership guidelines have been attained and maintained. The Company also has a policy prohibiting stock hedging and stock pledges applicable to directors and officers. ■ The board of directors has adopted a written clawback policy pursuant to SEC and NYSE rules applicable to executive officers. The policy provides for the recovery of incentive based compensation awarded to current and former executive officers that is received in a three-year period preceding a restatement of the Company’s financial statements due to material noncompliance with any financial reporting requirement under securities laws. ■ The board of directors has adopted a broader compensation recoupment policy applicable to any employee who receives incentive awards. The policy generally provides that if Valmont is required to restate its financial statements, due to material noncompliance with any financial reporting requirements, the board of directors may require reimbursement of all or any part of any cash or stock award based on an incentive plan that relates to the performance of Valmont, if the employee engaged in certain conduct which caused or contributed to the need for the restatement. The board of directors has the right to apply the recoupment policy in all cases to the Chief Executive Officer, Chief Financial Officer and Group President (if the conduct occurred in the Group) if an employee engaged in the designated conduct. ■ The Human Resources Committee has engaged FW Cook as its independent executive compensation consulting firm. The Company does not engage FW Cook for any services beyond their support of the Human Resources Committee. ■ The board of directors has adopted an insider trading policy. A copy is filed with the 2024 Form 10-K. The policy prohibits directors, officers and employees from trading in Company securities when in possession of material nonpublic information and requires Company insiders to trade during quarterly trading window periods and to pre-clear transactions. As provided in the policy, from time to time, Valmont may engage in transactions in its own securities. Valmont’s policy is to comply with all applicable securities and state laws (including appropriate approvals by the Valmont Board of Directors) when engaging in transactions in Valmont securities. Valmont purchases its securities pursuant to the board-authorized share repurchase program either during quarterly trading windows established for Valmont insiders or pursuant to written trading plans complying with SEC Rule 10b5-1. ■ The Human Resources Committee generally grants equity awards at regularly scheduled meetings in February (for performance share units) and December (for stock options and restricted stock units) of each year and does not time the granting of equity awards to the disclosure of material nonpublic information or to the fluctuation in the market value of the Company’s common stock. ■ The Company does not have a Shareholder Rights Plan. BOARD INDEPENDENCE The board of directors is composed of a substantial majority of independent directors. The board has established independence standards for Valmont’s directors. These standards are set forth below and are contained in the Company’s Corporate Governance Principles and follow the director independence standards established by the New York Stock Exchange: ■ A director will not be independent if, within the preceding three years (1) the director was employed by Valmont or an immediate family member of the director was an executive officer of Valmont, (2) a Valmont executive officer was on the compensation committee of the board of directors of a company which employed the Valmont director as an executive officer or which employed an immediate family member of the director as an executive officer, or (3) the director or the director’s immediate family member received more than $120,000 during any twelve-month period in direct compensation from Valmont (other than director and committee fees). ■ A director will not be independent if (1) the director is an executive officer or an employee, or the director’s immediate family member is an executive officer, of another company and (2) the other company made payments to, or received payments from, Valmont for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1,000,000 or 2% of either (i) such other company’s consolidated gross revenues or (ii) Valmont’s consolidated gross revenues. A director will not be independent if (1) the director or an immediate family member is a current partner of Valmont’s independent auditor, (2) the director is an employee of Valmont’s independent auditor, (3) the director has an immediate family member who is a current employee of Valmont’s independent auditor who personally works on Valmont’s audit, or (4) the director or an immediate family member was within the last three years a partner or employee of Valmont’s independent auditor and personally worked on Valmont’s audit within that time. Tax-exempt organizations to which Valmont makes contributions shall not be considered “companies” for purposes of these independence standards. However, Valmont will disclose in its annual proxy statement any such contribution which it makes to a tax-exempt organization in which a director serves as an employed executive officer if, within the preceding three years, contributions in any fiscal year exceeded the greater of $1,000,000 or 2% of such tax-exempt organization’s consolidated gross revenues. ■ For relationships not covered by the foregoing standards, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, is made by the directors who satisfy the above independence standards. The board’s determination of each director’s independence is disclosed annually in the Company’s proxy statement. The board has determined that all directors except Mr. Applbaum (the Company’s Chief Executive Officer) have no material relationship with the Company and are independent within the meaning of the Company’s Corporate Governance Principles and the NYSE listing standards. The Directors determined that purchases from a subsidiary of Peter Kiewit Sons’ Inc. (a construction company with in excess of $18 billion revenue) were in the ordinary course of business and immaterial. DIRECTOR NOMINATION PROCESS

  40. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    The Committee has engaged FW Cook as the Committee’s independent executive compensation consultant. FW Cook reports directly to the Committee and provides advice to the Committee on the structure and amounts of executive and non-employee director compensation. FW Cook provides no other services to the Company. COMPENSATION PROCESSES AND PRACTICES The Committee follows certain processes and practices in connection with the structure and implementation of executive compensation plans. The elements of target total compensation are reviewed annually against general industry survey data and a peer group developed by FW Cook and approved by the Committee. The Committee uses the survey data and peer group information to assess the competitiveness of target compensation levels and pay mix for the CEO, CFO and other executives. The Company has used as its primary benchmark surveys based on market data provided by FW Cook adjusted to provide market compensation levels for companies within a range of Valmont’s annual revenues. For 2025 compensation established in December 2024 (for 2025 base salaries) and February 2025 (for 2025 incentive plans), the Committee used a national general industry survey of approximately 500 companies. The survey data was size adjusted to Valmont’s 2024 revenues of approximately $4.1 billion. The competitive medians referenced below for base salary, target annual incentives and target long-term incentives are the competitive medians based on the survey data. ■ For 2026 compensation established by the Committee in December 2025 (for 2026 base salaries) and February 2026 (for 2026 incentive plans), the Committee again used a national general industry survey provided by FW Cook of approximately 500 companies. Similarly, the survey data was size adjusted to Valmont’s 2025 revenues of approximately $4.1 billion. ■ The Committee also used a peer group developed by FW Cook as a supplemental benchmark of CEO and CFO target pay levels. FW Cook advised that, due to differences in the jobs of the individuals reported in the proxies of the peer group companies, consistent and reliable comparable compensation information was available only for the CEO and CFO. The peer group for 2025 compensation consisted of the following seventeen companies:

  41. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    ■ The Committee, on FW Cook’s recommendation, revised the peer group in October 2025 (for purposes of the 2026 compensation program) (i) by removing Barnes Group, which was acquired in 2025, and removing Comfort Systems, Hubbell and Xylem, due to their being significantly larger sized with outsized market capitalization and (ii) adding Atkore, AZZ and Timken, due to comparable financial metrics, global operations and business fit. The Company’s peer group consists of sixteen companies following this change. ■ The Company’s revenues ($4.1 billion for 2025) approximated the median of the new peer group ($4.1 billion). ■ The Committee also reviews a tally sheet with respect to the total compensation (target and actual) of each named executive officer and each group president. The Committee utilizes tally sheets as a reference point to ensure that the Committee has a comprehensive picture of the compensation paid and payable to each executive officer. The Committee uses market data provided by FW Cook as one of the primary factors in executive compensation decisions and the tally sheets are not determinative with respect to any particular element of compensation. ■ The compensation programs provide for both cash and equity elements. Base salary and annual incentives are paid in cash. Long-term incentives for the 2023-2025 and subsequent long-term plans consisted of Company performance share units (“PSUs”) payable in Valmont stock. Stock options and restricted stock units (“RSUs”) are settled in equity. ■ The Committee determines the mix of cash and equity compensation. The Committee has no pre-established policy for the allocation between either cash and equity or short-term and long-term incentive compensation and uses the market data provided by FW Cook to inform the appropriate level of each compensation program element. The Committee believes that a majority of an executive’s overall compensation opportunity should be incentive-based. ■ The structure of all incentive compensation plans is reviewed periodically to assure their linkage to the current strategies, objectives and performance goals. ■ The Committee’s policy is to establish base salary, target annual incentives and long-term incentive grant values with targets at or near the competitive median level and potential payouts of incentives up to 200% of target when performance significantly exceeds targets. The annual incentive and long-term incentive targets are established for each executive officer by using a percentage of base salary that is generally aligned with the competitive market median for the executive. There are no material differences in compensation policies with respect to individual executive officers. Executive compensation generally produces ordinary income to the executive and a corresponding tax deduction for Valmont, except for amounts deferred under Valmont’s qualified and related nonqualified plans, amounts subject to future vesting, and amounts related to stock awards which are subject to special accounting and tax provisions. Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount of compensation a company can deduct in any one year for certain officers. Consequently, compensation paid to certain officers in excess of $1 million may not be deductible. ELEMENTS OF COMPENSATION. Valmont’s executive compensation is based on three components, each of which is intended to support the overall compensation philosophy. ■ The three components are base salary, annual performance incentives, and long-term performance incentives (which consist of equity incentives). For 2025, base salary accounted for approximately 22.3% of the total target annualized compensation of the ongoing named executive officers and incentive compensation accounted for approximately 77.7% of such total compensation. ■ Valmont’s executive officers do not have employment agreements. ■ Valmont’s 2022 Stock Plan provides for accelerated vesting of non-vested amounts in the event of an involuntary termination following a change-of-control. See Potential Payments Upon Termination or Change-in-Control. ■ Valmont does not have a pension plan. Valmont’s executive officers do participate in its 401(k) Plan and also participate in the related non-qualified supplemental benefit plan. ■ Valmont does not maintain a perquisite program for its executive officers. Amounts relating to the limited use of Company aircraft for personal travel are included in the summary compensation table. ■ Valmont has an executive compensation recoupment policy covering cash and equity described on page 12. The policy is broader than the SEC-required Policy for the Recovery of Erroneously Awarded Compensation. ■ Valmont has policies prohibiting hedging and pledging of Company stock by directors and officers. 2025 COMPENSATION PROGRAM ELEMENTS BASE SALARY Base salary is targeted at the competitive median level. Competitive median levels for 2025 were provided by FW Cook based on national general survey data which was the primary market reference point. Base salary is intended to compensate the executive for satisfying the requirements of the position. Salaries for executive officers and other key employees are reviewed by the Committee on an annual basis and may be changed based on the individual’s performance or a change in competitive pay levels in the marketplace. The Committee reviews with the Chief Executive Officer an annual salary plan for the Company’s executive officers and other key employees (other than the Chief Executive Officer). The annual salary plan is developed by the Company’s Human Resources staff, under the ultimate direction of the Chief Executive Officer, and is based on national surveys of companies with similar characteristics and on performance judgments as to the past and expected future contributions of the individual executive. The salary plan is modified as deemed appropriate and approved by the Committee. The Committee reviews and establishes the base salary of the Chief Executive Officer based on competitive compensation data provided by FW Cook using data for similar sized companies and the Committee’s assessment of his past performance, his leadership in establishing performance standards in the conduct of the Company’s business, and its expectation as to his future contribution in directing the long-term success of the Company and its businesses. The Committee continued the Company’s combined matching contribution under the Valmont Employees Retirement Savings Plan (a 401(k) plan) and related Restoration Plan (a non-qualified plan in place since 2002 designed to restore benefits otherwise limited by IRS regulations). The Company’s contributions to such plans for 2025 compensation (4.5% of covered compensation) for the named executive officers (which matched the amounts contributed by such executive officers) are set forth in the Non-Qualified Deferred Compensation table. Based on the factors described above, the Committee in December 2024 reviewed the base salaries of executive officers for 2025. The base salaries for Messrs. Applbaum, Liguori, Donahue and Matthews were each increased 3.5% to $1,052,000, $672,750, $642,735 and $543,375, respectively. In connection with their promotions within the Infrastructure segment in April 2025, Mr. Colwell’s annual base salary was increased 4.6% to $580,000 and Mr. Turi’s annual salary was increased 10.4% to $480,000, prorated from the date of their promotions. The Committee reviewed executive base salaries for 2026 in December 2025 based on the same factors described above. The base salary for Mr. Applbaum was increased 6% and the base salary for Mr. Liguori was increased 5%. The base salaries for Messrs. Colwell, Matthews and Turi were each increased 3.5%. ANNUAL INCENTIVES

  42. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    The Company’s short-term incentives for 2025 were established by the Committee. The Committee determined annual incentives for 2025 for corporate-level participants, which include the named executive officers, were based 75% on net earnings improvement and 25% on revenue growth. Annual incentives are targeted at the competitive median level as provided by FW Cook. For 2025, each named executive officer’s annual incentive opportunity ranged from 0% to 200% of the target, depending on the level of achievement of the Company’s performance goals. For named executive officers’ 2025 annual incentives, a target incentive was established ranging from 60% to 115% of base salary, and performance goals were set based on net earnings and revenue growth results. 2025 TARGET ANNUAL INCENTIVES — PERCENTAGE OF BASE SALARY

  43. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    * Prorated from promotion in April 2025. A minimum threshold level of performance had to be attained before any incentive was earned by an executive officer. Payout under the plan to any executive officer was capped at two times the target incentive. Participants, thresholds and specific performance levels are established by the Committee at the beginning of each fiscal year. The Committee may also award discretionary non-incentive-based bonuses to an executive officer to recognize exceptional performance in a particular year. No discretionary awards were made to named executive officers with respect to performance in the last three years. The Committee approved in February 2025 participation, including executive officers, in the short-term incentive program for 2025. Each performance measure operates independently. The Committee established the measures below to be used for the incentive threshold (payout at 50% of target), target incentive (payout at target), and maximum incentive (payout at 200% of target) for both 2025 net earnings improvement and 2025 revenue growth. Payouts are linearly interpolated for performance between threshold/target and target/maximum performance levels. There is no payout for each metric for performance below threshold. CORPORATE NET EARNINGS (75% weight for corporate executives)

  44. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    The threshold, target and maximum amounts for revenue growth represent total revenue numbers. The 2025 net earnings were adjusted. The adjusted net earnings were $371.5 million (GAAP net earnings of $350.3 million, increased by (i) $91.4 million of long-lived asset impairments, (ii) $16.1 million of realignment expense, (iii) $3.9 million of other non-recurring charges and decreased by (i) $10.9 million license asset write-off, (ii) $0.8 million of tax effect of the adjustments and (iii) $78.5 million non-recurring tax benefits, which resulted in net earnings performance at 103.5% of target. The 2025 revenue was $4,104.1 million which resulted in performance at 67.5% of target. The combination of the two factors resulted in an annual incentive payout for the named executive officers at 94.5% of target for 2025. Based on the 2025 results, annual incentive payouts for 2025 were as follows: 2025 ANNUAL INCENTIVES ($)

  45. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    LONG-TERM PERFORMANCE INCENTIVES Long-term performance incentives for senior management in 2025 were provided in two ways: through the long-term performance share program, and through equity awards, each granted under the shareholder approved 2022 Stock Plan. Both long-term performance incentive programs (long-term performance share plan and equity awards) are targeted at competitive median levels. Competitive median levels are provided by FW Cook. For the three-year award cycle ended in 2025, each named executive officer’s long-term incentive opportunity under the performance share program ranged from 0% to 200% of the targeted incentive, depending on the level of achievement of the Company’s performance goals. The current long-term performance share programs operate on three-year award cycles. The Committee selects participants, establishes target awards, and determines a performance matrix. The Committee in February 2023 approved the performance matrixes for the award cycle ending in 2025 to encourage both the effective use of the Company’s capital and the growth of its earnings, and consequently the matrix was based on average return on invested capital or “ROIC” and cumulative compound operating income growth or “OIG”, weighted 70% ROIC and 30% OIG, at the beginning of the award cycle. Each performance measure operates independently. The Committee established the following performance measures for ROIC and OIG for the award cycle ending in 2025:

  46. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    | | OIG (30% Weight) | ROIC (70% Weight) | Cumulative Payout as % of Target | | Maximum | 15% | 16.0% | 200% | | Stretch | 10% | 15.10% | 150% | | Target | 5% | 14.0% | 100% | | Threshold | 0% | 12.5% | 50% | | Below Threshold | Below 0% | Below 12.5% | 0% |

  47. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    * Prorated from Mr. Applbaum’s appointment as CEO on July 11, 2024. ** Prorated from Mr. Liguori’s and Mr. Matthews’ hire dates in 2024. The performance matrix provides for the potential payouts to be increased or decreased in number based on greater or lesser levels of performance. Earned PSUs are issued at the end of the performance period, the value of payouts may be higher or lower based on the Company’s stock price performance during the award cycle. Performance incentives are generally forfeited if a participant leaves the Company before the end of the performance cycle. Prorated awards may be earned based on performance results in the event of death, disability, normal retirement, termination of employment without cause one year after grant, or a change in control. Earned PSUs are capped at two times the target number of PSUs. The Committee approves the number of PSUs to be paid following a review of results at the end of each performance cycle. Awards are paid in shares of common stock. Based on the above described ROIC and OIG performance goals established by the Committee, the Company’s three-year average ROIC on an adjusted basis was 14.60% and the three-year cumulative compound adjusted operating income growth was 2.30%, resulting in PSUs earned for the 2023-2025 period at 102.9% of target. The Company’s calculation of return on invested capital for the three years on an adjusted basis is on page 38. The 2023 adjusted operating income (GAAP operating income of $291 million increased by (i) $176 million pre-tax impairment of long-lived assets and organizational realignment expenses, (ii) $5.4 million of other pre-tax non-recurring expenses and (iii) $10.9 million Prospera pre-tax intangible asset amortization and Prospera share compensation) was $483.3 million. There were no adjustments to 2024 operating income. The 2025 adjusted operating income (GAAP operating income of $415.6 million) decreased by $100.09 million tax benefit, consisting of a GAAP tax rate effect of $26.3 million and worthless securities deduction of $73.8 million, was $315.5 million. The Company’s stock price during the performance period increased from a start date 30 day average of $332.59 to $412.20 which increased the value of the earned PSUs. The 2023-2025 long-term incentives were paid in Company common stock. Long-term plan shares were earned by the named executive officers as follows: 2023-2025 EARNED LONG-TERM INCENTIVES

  48. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    Mr. Donahue participated in the 2024-2026 and 2025-2027 long-term incentive plans until December 27, 2025 and received on a prorated basis 3,335 shares under the plans based on the projected level of achievement as determined by the Committee in February 2026. In February 2025, the Committee selected the participants and established the performance goals for the 2025-2027 award cycle; the performance goals for the cycle ending in 2027 are again based on a combination of growth in operating income and return on invested capital weighted 70% to ROIC and 30% to OIG, with each metric independently weighted. Targets were established for named executive officers based on a percentage of base salary ranging from 40% to 237.5% and performance targets established at 17.0% average ROIC and 5% OIG growth. Any 2025-2027 long term incentive award will be paid in shares of common stock. STOCK INCENTIVES AND OWNERSHIP GUIDELINES The board of directors, upon recommendation of the Committee, has established stock ownership and retention guidelines for senior management. The guidelines require an equity position (shares owned and restricted share units held) having a value of 6.0 times base salary for the Chief Executive Officer, 2.5 times base salary for the Chief Financial Officer, Executive Vice Presidents and Group Presidents, 1.5 times base salary for senior vice presidents and 1.0 times base salary for other corporate officers. The officers are required to retain 50% of the net shares acquired upon the exercise of stock options and the vesting of restricted stock until the stock ownership guidelines have been attained and maintained. All ongoing named executive officers currently meet the targets using the closing stock price on the March 2, 2026 record date with the exception of Mr. Liguori and Mr. Matthews each of whom joined the Company in 2024. Long-term stock incentives are provided through grants of stock options and RSUs to executive officers and other key employees pursuant to the shareholder approved 2018 Stock Plan and 2022 Stock Plan. The stock component of compensation is intended to retain and motivate employees to improve long-term shareholder value. Such grants for executive officers were in 2023, 2024 and 2025 made at the regularly scheduled Committee meeting in December of each year as part of the compensation for the upcoming year. Stock options are exercisable at the market value on the date of grant and have value only if the Company’s stock price increases. Stock options granted during 2025 vest beginning on the first anniversary of the grant in equal amounts over three years and expire ten years after the date of grant. Employees must be employed by the Company at the time of vesting in order to exercise the options. Options also vest on death, disability and involuntary termination following a change-of-control. If an employee retires after age 55 (with five years of service) and age and service adds up to 70 along with a 6 month notice, options continue to vest and be exercisable according to the original terms. The Company’s stock plans prohibit repricing. RSUs vest in no less than three equal installments beginning on the first anniversary of the grant; the units also vest on death, disability and involuntary termination following a change-of-control, and vesting is prorated for job elimination and continue to vest in full if the one year service requirement has been met if an employee retires after age 55 (with five years of service) and age and service adds up to 70 along with a 6 month notice. The Committee establishes the number and terms of the options and RSUs granted under the stock plans. The Committee established the terms and provisions of such equity grants based on industry standards as provided to the Committee by its independent compensation consultant. The Committee established the number of options and RSUs to each executive officer so that the aggregate long-term incentive compensation would be targeted at competitive median levels. The value used in determining the number of stock options granted to each executive officer was computed based on the Company’s estimate of the options’ fair value at the time of grant, using the valuation assumptions described in the following sentence. The fair value of the options granted are reflected in the Summary Compensation Table as computed with subsequently refined assumptions in accordance with FASB Accounting Standards Codification Topic 718, which is described in footnote 11 to the Company’s consolidated financial statements. The Committee encourages executives to build a substantial ownership investment in the Company’s common stock. The table on page 3 reflects the ownership position of the directors and executive officers at March 2, 2026. Outstanding performance by an individual executive officer is recognized through larger equity grants. The Committee, in determining grants of equity under the stock plans, also reviews and considers the executive’s history of retaining shares previously obtained through the exercise of prior options and restricted stock grants. In December 2025, stock options and/or RSUs were granted to named executive officers with a fair market value of a percentage of base salary as follows:

  49. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    The amounts were established so that aggregate long-term incentive compensation would be targeted at competitive median levels. Competitive median levels are provided by FW Cook based on the primary benchmark national general industry survey data. The Committee granted options for an aggregate of 22,216 shares and 36,249 RSUs, for an aggregate of 58,465 shares, to a total of 359 employees in December 2025, including options and RSUs to named executive officers as described below. The Committee granted 5,211 RSUs to directors in April 2025. The Committee determined that the annual equity grants to the executive officers should be 50% stock options and 50% RSUs (on a value basis), to reflect current market practices as determined by FW Cook. In December 2025, the Committee granted the following stock options and RSUs to the named executive officers: DECEMBER 2025 STOCK GRANTS

  50. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    | | Stock Options | RSUs | | Mr. Applbaum | 10,931 | 3,552 | | Mr. Liguori | 2,374 | 771 | | Mr. Matthews | 1,680 | 546 | | Mr. Colwell | 1,793 | 582 | | Mr. Turi | 1,205 | 391 |

  51. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

    The option grants and restricted stock unit grants vest in equal installments over three years; the options have a ten-year term. The Committee determined that such grants were appropriate long-term incentives, based on market data and the Committee’s review of each executive’s performance. Mr. Donahue entered into a separation agreement in 2025 and did not receive option grants or RSUs. The Committee believes that the programs described above provide compensation that is competitive with comparable companies, link executive and shareholder interests and provide the basis for the Company to attract and retain qualified executives. The Committee will continue to monitor the relationship among executive compensation, the Company’s performance, and shareholder value. EXECUTIVE OFFICER CHANGE PAYMENTS On May 14, 2025, Valmont entered into a separation agreement with Mr. Donahue specifying the terms of his separation, and the orderly transition of his duties and responsibilities. As previously reported, Mr. Donahue’s executive position was eliminated on April 29, 2025 and he transitioned to a non-executive advisor role with Valmont. Pursuant to the agreement, Mr. Donahue remained in the employ of Valmont until December 27, 2025. He agreed to confidentiality, cooperation and restrictive covenants as provided in the agreement. In consideration of the foregoing he continued to receive his base salary and health benefits until the end of his employment. Subject to conditions in the agreement, he received (i) cash severance according to Valmont’s general severance policy, equal to 20 weeks of his base salary plus one week for each year of his service (7 weeks), (ii) his previously awarded RSUs and stock options continued on the grant date terms to vest while he was employed (until December 27, 2025), and (iii) he continued to participate at his previously granted performance award levels on the grant date terms in Valmont’s 2025 short-term incentive plan and on a prorated basis (to December 27, 2025) in the 2023-2025, 2024-2026 and 2025‑2027 long-term incentive plans. His RSUs, stock options and PSUs that were not vested by December 27, 2025 were forfeited. HEDGING AND PLEDGING POLICY Valmont’s policy prohibiting directors and officers from hedging or pledging Company stock has been in effect for more than ten years. The current policy prohibits hedging and pledging transactions by directors, executive officers, corporate officers and group presidents with respect to any Valmont equity securities held directly or indirectly by such persons. Hedges are any transactions designed to hedge or offset any decrease in the market value of Valmont equity securities. Such transactions include short-sales, prepaid variable forward contracts, equity swaps, collars, and exchanges. COMPENSATION RISK ASSESSMENT The Human Resources Committee in February 2026 conducted a risk assessment of the Company’s compensation programs which was reviewed by its independent compensation consultant. The Committee determined that the risks arising from the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. The Committee believes the programs are designed to promote long-term value creation and do not motivate imprudent risk taking. The Company sets performance goals that are reasonable in light of past performance and market conditions. The annual and long-term incentive plans for executives and senior management use an aggregate of three or more company-wide and segment performance metrics which provide for sliding scale incentives rather than an all-or- nothing approach; all such incentives have thresholds before they are paid and all are capped. The long-term incentives, consisting of PSUs, stock options and RSUs, have a three-year performance period or vesting period and consequently the value to executives varies with the Company’s stock price over the period. The Company has a stock retention policy which requires retention of 50% of the net shares acquired upon the exercise of stock options and the vesting of restricted stock until stock ownership guidelines are met. The Committee does not take material nonpublic information into account when determining the timing and terms of equity awards and has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Company has an executive clawback policy for the recovery of erroneously awarded incentive compensation following a financial restatement due to material noncompliance with financial reporting requirements. The Company has a broader compensation recoupment policy applicable to employees in the event of financial restatements due to fraud. The Company also has policies which prohibit the hedging or pledging of Company stock by directors and officers. Human Resources Committee Report The Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussion, has recommended to the board that the Compensation Discussion and Analysis be included in this Proxy Statement.

  52. HUMAN RESOURCES COMMITTEE

    | Name | Fees Earned or paid in Cash ($)(1)(2) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Mogens Bay | 220,000 | 170,000 | 0 | 390,000 | | Kaj den Daas | 39,166 | 0 | 0 | 39,166 | | Daniel P. Neary | 122,083 | 170,000 | 0 | 292,083 | | James B. Milliken | 122,083 | 170,000 | 0 | 292,083 | | Catherine J. Paglia | 135,000 | 170,000 | 0 | 305,000 | | Theo W. Freye | 95,000 | 170,000 | 0 | 265,000 | | Richard A. Lanoha | 95,000 | 170,000 | 0 | 265,000 | | Ritu Favre | 115,000 | 170,000 | 0 | 285,000 | | Joan Robinson-Berry | 95,000 | 170,000 | 0 | 265,000 | | Deborah H. Caplan | 95,000 | 170,000 | 0 | 265,000 |

  53. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE We are providing the following information about the relationship of the “compensation actually paid” to our chief executive officers (“CEOs”) and “average compensation actually paid” to our other named executive officers (“Non-CEO NEOs”), as calculated under the SEC pay versus performance proxy rule, for our fiscal years presented below and to certain financial performance measures.

  54. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  55. PAY VERSUS PERFORMANCE TABLE

    | Year | Summary Compensation Table Total for CEO (current) ($)(1) | Compensation Actually Paid to CEO (current) ($)(1)(2) | Summary Compensation Table Total for CEO (former) ($)(1) | Compensation Actually Paid to CEO (former) ($)(1)(2) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(1) | Average Compensation Actually Paid to Non-CEO NEOs ($)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (GAAP) (in thousands) ($) | Adjusted ROIC (%)(5) | | | | | | | | | Company TSR ($) | Peer Group Index TSR ($)(4) | | | | 2025 | 7,762,266 | 13,791,681 | — | — | 1,902,906 | 2,323,144 | 250.03 | 186.07 | 353,688 | 13.5 | | 2024 | 7,639,710 | 13,430,167 | — | — | 1,976,754 | 2,578,594 | 214.41 | 174.11 | 350,624 | 16.4 | | 2023 | 5,956,400 | 4,305,592 | 6,280,307 | (5,362,357) | 2,572,221 | 1,409,666 | 161.88 | 159.52 | 144,912 | 14.0 | | 2022 | n/a | n/a | 8,674,260 | 21,710,433 | 2,258,298 | 4,865,986 | 227.19 | 116.64 | 254,251 | 13.3 | | 2021 | n/a | n/a | 7,337,975 | 16,362,423 | 1,944,076 | 3,485,985 | 166.76 | 133.14 | 197,725 | 11.7 |

  56. PAY VERSUS PERFORMANCE TABLE

    (1) Mr. Applbaum was CEO in 2025, 2024 and 2023 (beginning July 11). Stephen G. Kaniewski was CEO in 2023 (until July 11), 2022 and 2021. Messers. Liguori, Matthews, Colwell, Turi and Donahue were Non-CEO NEOs in 2025. Ms. Larkin and Messers. Liguori, Francis, Donahue, Massey and Schapper were Non-CEO NEOs in 2024. Mr. Francis was a Non-CEO NEO in 2023. Ms. Larkin and Messers. Schapper and Parnell were Non-CEO NEOs in 2023, 2022 and 2021. Average compensation for Non-CEO NEOs is based on the compensation of the NEOs for the relevant period. (2) The Summary Compensation Table (“SCT”) Total amount for CEO for 2025 was adjusted as set forth below to compute the compensation actually paid. The increases in value in fiscal 2025 and 2024 reflect the increases in value of options and RSUs during those fiscal years. Valmont’s stock price on the first day of fiscal 2025 was $305.39 and on the last day of fiscal 2025 was $412.20. Valmont’s stock price on the first day of fiscal 2024 was $234.52 and on the last day of fiscal 2024 was $324.20. Valmont’s stock price on the first day of fiscal 2023 was $330.30 and on the last day of fiscal 2023 was $233.51.

  57. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Deduction of the Amounts of Equity Awards Reported in SCT for Fiscal Year | | Addition of Fair Value of Outstanding and Unvested Equity Awards Granted During the Fiscal Year as of the End of the Fiscal Year ($) | Change in Fair Value From Prior Fiscal Year of Outstanding and Unvested Equity Awards Granted in Any Prior Fiscal Year as of the End of the Fiscal Year ($) | Change in Fair Value as of the Vesting Date from the Prior Fiscal Year of Equity Awards Vesting in the Fiscal Year ($) | Fair Value of Equity Awards as of the Prior Fiscal Year of Awards that Failed Vesting Conditions in Fiscal Year ($) | | | Stock Awards ($) | Options ($) | | | | | | 2025 | 3,961,817 | 1,423,435 | 7,162,391 | 3,261,342 | 990,934 | 0 |

  58. PAY VERSUS PERFORMANCE TABLE

    (3) The Average SCT Total amounts for the Non-CEO NEOs were adjusted to compute the compensation actually paid as follows:

  59. PAY VERSUS PERFORMANCE TABLE

    | | Deduction of the Amounts of Equity Awards Reported in SCT for Fiscal Year | | Addition of Fair Value of Outstanding and Unvested Equity Awards Granted During the Fiscal Year as of the End of the Fiscal Year ($) | Change in Fair Value From Prior Fiscal Year of Outstanding and Unvested Equity Awards Granted in Any Prior Fiscal Year as of the End of the Fiscal Year ($) | Change in Fair Value as of the Vesting Date from the Prior Fiscal Year of Equity Awards Vesting in the Fiscal Year ($) | Fair Value of Equity Awards as of the Prior Fiscal Year of Awards that Failed Vesting Conditions in Fiscal Year ($) | | Fiscal Year | Stock Awards ($) | Options ($) | | | | | | 2025 | 645,897 | 183,662 | 1,136,347 | 323,442 | 141,474 | 351,467 |

  60. PAY VERSUS PERFORMANCE TABLE

    (4) S&P 400 Industrial Machinery & Supplies & Components Index. Valmont selected adjusted return on invested capital (“adjusted ROIC”) as a company specific financial measure that links financial results and performance. A significant portion of an executives long-term performance award is based on adjusted ROIC. ROIC and adjusted ROIC are non-GAAP financial measures. ROIC and adjusted ROIC are calculated from the Company’s audited financial statements as follows:

  61. PAY VERSUS PERFORMANCE TABLE

    | Dollars in Thousands | 2025 | 2024 | 2023 | 2022 | 2021 | | Operating Income | $415,576 | $524,584 | $291,557 | $433,249 | $286,785 | | Tax rate | 6.3% | 25.2% | 38.1% | 27.7% | 23.6% | | Tax effect on operating income | (26,261) | (132,050) | (111,124) | (119,872) | (67,681) | | After-tax operating income | $389,315 | $392,534 | $180,433 | $313,317 | $219,104 | | Average invested capital | $2,343,300 | $2,396,436 | $2,504,474 | $2,437,232 | $2,176,577 | | Return on invested capital | 16.6% | 16.4% | 7.2% | 12.9% | 10.1% | | Operating income | $415,576 | $524,584 | $291,557 | 433,249 | 286,785 | | Impairment of long-lived assets | 91,337 | — | 140,844 | — | 27,911 | | Realignment charges | 16,066 | — | 35,210 | — | 4,052 | | Other non-recurring charges | 14,874 | — | 5,626 | — | — | | Prospera intangible asset amortization | — | — | — | 6,580 | 3,396 | | Prospera stock-based compensation | — | — | — | 9,896 | 5,240 | | Write-off of a receivable | — | — | — | — | 5,545 | | Acquisition diligence | — | — | — | — | 1,120 | | Adjusted operating income | $537,853 | $524,584 | $473,237 | $449,725 | $334,049 | | Adjusted effective tax rate | 23.2% | 25.2% | 25.9% | 27.7% | 23.6% | | Tax effect on adjusted operating income | (124,599) | (132,050) | (122,665) | (124,431) | (78,836) | | After-tax adjusted operating income | $413,254 | $392,534 | $350,572 | $325,294 | $255,213 | | Average invested capital | $2,343,300 | $2,396,436 | $2,504,474 | $2,437,232 | $2,176,577 | | Adjusted return on invested capital | 17.6% | 16.4% | 14.0% | 13.3% | 11.7% | | GAAP operating income | 415,576 | — | — | — | — | | Exclude worthless securities deduction benefit | 73,829 | — | — | — | — | | Exclude GAAP tax benefit | 26,261 | — | — | — | — | | Further after-tax adjusted operating income | 315,486 | | | | | | Further adjusted return on invested capital | 13.5% | — | — | — | — | | Total Assets | $3,369,329 | $3,329,972 | $3,477,448 | $3,556,996 | $3,447,249 | | Less: Defined benefit pension asset | (39,666) | (46,520) | (15,404) | (24,216) | — | | Less: Accounts payable | (359,539) | (372,197) | (358,311) | (360,312) | (347,841) | | Less: Accrued expenses | (284,751) | (275,407) | (277,764) | (248,320) | (253,330) | | Less: Contract liabilities | (52,013) | (126,932) | (70,978) | (172,915) | (135,746) | | Less: Income Tax payable | (12,604) | (22,509) | — | (3,664) | — | | Less: Dividends payable | (13,278) | (12,019) | (12,125) | (11,742) | (10,616) | | Less: Deferred income taxes | (5,316) | (6,344) | (21,205) | (41,091) | (47,849) | | Less: Operating lease liabilities | (130,007) | (134,534) | (162,743) | (155,469) | (147,759) | | Less: Deferred compensation | (29,631) | (33,302) | (32,623) | (30,316) | (35,373) | | Less: Defined benefit pension liability | — | — | — | — | (536) | | Less: Other non-current liabilities | (35,320) | (20,813) | (12,818) | (13,480) | (89,207) | | Total invested capital | $2,407,204 | $2,279,395 | $2,513,477 | $2,495,471 | $2,378,992 | | Beginning invested capital | $2,279,395 | $2,513,477 | $2,495,471 | $2,378,992 | $1,974,162 | | Average invested capital | $2,343,300 | $2,396,436 | $2,504,474 | $2,437,232 | $2,176,577 |

  62. PAY VERSUS PERFORMANCE TABLE

    The adjusted effective tax rate for fiscal 2025 excluded the effects of the impairment of long-lived assets of $91.3 million, the worthless securities deduction and release of foreign tax credit valuation allowances totaling $78.5 million, realignment charges of $16.1 million (of which $0.7 million was included in cost of goods sold), and other non-recurring charges of $14.9 million (of which $0.7 million was included in cost of goods sold) mainly consisting of costs to fulfill contractually required payments for system licenses no longer needed and asset valuation adjustments for a joint venture ag solar business. The effective rate including these items was 6.3%. 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 effective tax rate including these items was 38.1%. 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 structure business which is not deductible for income tax purposes. The effective rate including the loss on the divestiture is 29.9%. RELATIONSHIP TO FINANCIAL PERFORMANCE MEASURES The following charts present the relationship of the compensation actually paid as presented in the above table for the CEOs and the Non-CEO NEOs and the Company TSR, Peer Group Index TSR, Net Earnings and Adjusted ROIC. The Peer Group Index TSR is the S&P 400 Industrial Machinery Index. MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR 2025 In our assessment, the three most important financial measures we use to link compensation actually paid to the CEO and Non-CEO NEOs to Company performance for fiscal 2025 are: ■ Adjusted ROIC ■ Net earnings Cumulative compound operating income growth The board adopted the Valmont 2026 Employee Stock Purchase Plan (the “ESPP”) on February 23, 2026, subject to shareholder approval. The ESPP is not intended to qualify for special tax treatment under Section 423 of the Internal Revenue Code. The ESPP is designed to encourage and enable our eligible employees to acquire a proprietary interest in Valmont through the ownership of our common stock, which is intended to enhance their sense of participation in Valmont’s performance and provide an incentive for them to continue employment. The ESPP will allow employees to accumulate payroll deductions over designated purchase periods, which are then used to purchase shares of Valmont common stock at fair market value on designated purchase dates. Valmont will provide plan participants with a matching grant of one share for each three shares purchased by the participant on the applicable purchase date. A total of 200,000 shares of common stock, or approximately one percent of our outstanding shares as of March 2, 2026, may be purchased or otherwise issued under the ESPP. We believe the shares reserved under the Plan will be sufficient for purchases and grants under the Plan for five to seven years. The following is a summary of the material terms of the ESPP. This summary is qualified in its entirety by reference to the ESPP document, a copy of which is attached as an appendix to the electronic copy of this proxy statement filed with the SEC and may be accessed from the SEC’s home page (www.sec.gov) or on our website at www. https://investors.valmont.com where it is an appendix to the electronic copy of this proxy statement. We will provide shareholders a copy of the ESPP without charge upon request by email to InvestorRelations@valmont.com. Administration The ESPP is administered by the Human Resources Committee (the “Committee”). All questions of interpretation regarding the ESPP are determined by the Committee. The plan is generally administered by a plan committee (the “Plan Committee”) of the employees appointed by the Committee. The Plan Committee may appoint one or more agents as it deems necessary or appropriate to assist with the day-to-day operation and general administration of the ESPP. The Plan Committee may also adopt such rules, guidelines and forms as it deems appropriate to administratively implement the ESPP. Eligibility; Participation; Contribution Limits Generally, employees of Valmont and its participating subsidiaries (the “Participating Employer”) in any country or jurisdiction in which Valmont or a Participating Employer conducts business are eligible to participate in the Plan. On December 27, 2025, Valmont’s fiscal year end, the company employed 6,294 individuals in the U.S. and 4,497 individuals internationally. Employees who are subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, and employees identified by the Committee in writing are not eligible to participate in the plan. The Committee may require an employee to have a minimum service qualification. The plan will be offered only in those countries, jurisdictions and/or to entities that the Committee designates, in its sole discretion, prior to the start of a purchase period. The Committee may limit, suspend, condition or exclude participation in any country or jurisdiction at any time to address legal, tax, securities-law, exchange-control or administrative considerations (including through the adoption of country schedules or sub-plans). An eligible employee may begin participating in the ESPP by executing a payroll deduction election form. Once enrolled in the ESPP, a participant is able to purchase shares of our common stock with payroll deductions on the applicable purchase date. Once a purchase period is over, a participant is automatically enrolled in the next purchase period unless the participant chooses to withdraw from the ESPP, the participant’s employment is terminated, or the participant contributes an amount equal to or in excess of $3,000, which is the maximum contribution amount permitted under the ESPP in a calendar year. The length of the initial accumulation periods under the Plan is six months commencing on (i) December 1 and ending on May 31 and (ii) June 1 and ending on November 30, provided that the Committee may revise the start, end and length of the purchase periods at any time. Shares Subject to the ESPP A total of 200,000 shares of Valmont common stock may be issued under the ESPP, which includes all shares issued in the plan, including the shares purchased by participants and issuance of shares as a matching grant. As of March 2, 2026, a total of 19,547,213 shares of Valmont common stock were outstanding. Shares issued under the ESPP may consist, in whole or in part, of previously unissued shares, treasury shares or shares purchased on the open market. As of March 2, 2026, the closing price per share of Valmont common stock as reported on the NYSE was $458.91. The number of shares available under the plan is subject to adjustment in the event of stock dividend, stock split, recapitalization, merger, consolidation, combination, spin-off, distribution of assets to shareholder, exchange of shares, or other similar corporate transaction or event that causes the per-share value of the shares to change, the Committee will make such aggregate adjustments to the plan and matching awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. Payroll Deductions; Purchase of Shares; Matching Grant

  63. PAY VERSUS PERFORMANCE TABLE

    Payroll deductions will be made at the participant’s election as a percentage of the participant’s covered compensation in 1% increments up to 10%. The Committee may, in its discretion, establish a minimum contribution amount per accumulation period. In addition, the maximum amount that a participant may contribute to the ESPP for share purchases is limited to $3,000 per calendar year. Payroll contributions may not be increased or decreased (other than decreased to 0%), during a purchase period; however, a participant may withdraw from the ESPP as described below. Unless otherwise determined by the Committee, the initial purchase dates under the ESPP will be the first trading date following the purchase period. On each purchase date, Valmont will apply the funds then credited to each participant’s plan account to the purchase of shares of common stock by dividing the amount of funds in the participant’s plan account by the purchase price. The purchase price will be the closing price per share of common stock on the trading date immediately preceding the purchase date. Any resulting fractional share will be notationally allocated to the participant. As soon as practicable following the end of each purchase period, the number of shares purchased by each participant will be deposited into an account established in the participant’s name. On each purchase date, Valmont will also make a matching grant at a ratio of one share for each three shares purchased on behalf of the participant on the applicable purchase date. If the matching grant results in a fraction of a share, the fraction will instead be awarded as a fractional share contribution notationally allocated to the participant, to be aggregated with other notional fractional shares for the employee on future purchase dates. Withdrawal from the ESPP; Termination of Employment Upon a participant’s withdrawal from participation from the ESPP, all remaining accumulated payroll deductions in the participant’s plan account will be returned, without interest, to the participant. The participant will be permitted to resume contributions for a future purchase period if he or she then is an eligible employee and completes a new payroll deduction election. A participant will cease to participate in the ESPP when the participant ceases to qualify as an eligible employee. Unless otherwise determined by the Plan Committee, all remaining payroll deductions credited to the former participant’s plan account as of such date will be returned, without interest, to the former participant or to the former participant’s designated beneficiary, as the case may be. Transferability Rights to purchase shares of common stock under the ESPP may not be transferred by a participant and may be exercised during a participant’s lifetime only by the participant. Amendment or Termination of the ESPP The ESPP will continue until terminated by the board. The board may at any time suspend or discontinue the ESPP. The board or the Committee may, at any time and from time to time, without the consent of participants, amend the ESPP in whole or in part, which as appropriate, may include sub-plans, including to provide flexibility, if necessary, for non-U.S. employee participation. Any amendment which would increase (a) the number of shares authorized under the plan, aside from the permitted adjustments described above, (b) the match ratio or (c) the $3,000 purchase limit, must be submitted for shareholder approval. Tax Withholding Valmont has the right to withhold from amounts otherwise payable to a participant such withholding taxes as may be required by federal, state, local or other law, or to otherwise require the participant to pay such withholding taxes. Federal Income Tax Information The income tax consequences under the ESPP to participating employees will vary, based on their country of employment. The following summary briefly describes the U.S. federal income tax consequences of participation in the ESPP. The summary, however, is not a detailed or complete description of all U.S. federal tax laws or regulations that may apply and does not address any local, state or other country laws. Therefore, no one should rely on this summary for individual tax compliance, planning or decisions. Participants in the ESPP should consult their own professional tax advisors concerning tax aspects of participation in the ESPP. Participant contributions to the ESPP are made on an after-tax basis. There is no taxable event on the purchase date with respect to shares of common stock purchased under the ESPP because such shares are purchased at their fair market value. However, any matching grant provided to a participant will be taxable compensation to the participant. Valmont will generally be entitled to a deduction at such time equal to the value of the matching grant to the participant, subject to the limitations of Section 162(m) of the Internal Revenue Code. Any further appreciation or depreciation in shares purchased or otherwise issued under the ESPP will be treated as capital gain or loss when the shares are sold by the participant. The capital gain or loss will be long-term if the participant has held the shares for more than one year or otherwise will be short-term. New Plan Benefits Levels of participation in the ESPP are not currently determinable and, accordingly, Valmont is unable to predict the number of shares that may be purchased thereunder, or matching grants that will be made thereunder to any specific participant. However, Section 16 officers, including our named executive officers, and our board of directors are not eligible to participate in the ESPP. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF ITEM 2. Item 3: Advisory Vote on Executive Compensation Valmont is asking its shareholders to provide advisory approval of the compensation paid to named executive officers. Shareholders are being asked to vote on the following resolution: RESOLVED, that the shareholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2026 annual meeting of shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related narrative discussion. The Company believes that its compensation programs have served to achieve the objectives of attracting highly competent executives, enhancing long-term growth and shareholder value, and assuring compensation at appropriate levels based on performance. Valmont conducted its first advisory vote on executive compensation in April 2011. The compensation resolution has passed with over 95% of the vote every year since 2011, including 96.3% of the vote in 2025. Valmont’s shareholders in April 2023 cast 97.0% of their votes in favor of an annual frequency for the say-on-pay vote. The board of directors and the Human Resources Committee considered these results in determining compensation policies and decisions, and determined to hold annual say-on-pay votes and, based on the significant level of shareholder support, to continue the current compensation objectives, strategies, processes and practices described below. COMPENSATION OBJECTIVES, STRATEGIES, PROCESSES AND PRACTICES The Company encourages shareholders to read about its compensation objectives, strategies, processes and practices in the Compensation Discussion and Analysis. Some of the more significant elements of the compensation practices are:

  64. PAY VERSUS PERFORMANCE TABLE

    | What We Do | What We Don’t Do | | ■ Base pay, target annual incentives and long-term incentives are generally targeted at median market levels with data provided by FW Cook, the independent executive compensation consultant to the Human Resources Committee, based on peer group and general industry survey data. FW Cook reports directly to the Human Resources Committee and provides no other services to the Company. ■ Annual incentives and long-term performance incentives are performance based. Executive officers do not receive incentive payments unless pre-established targets are met. ■ Valmont has an executive compensation recoupment policy that covers cash and equity incentive compensation. ■ Valmont has stock ownership guidelines for directors and executive officers. ■ Valmont has a stock retention policy for executive officers which requires retention of 50% of the net shares acquired upon the exercise of stock options and the vesting of restricted stock until the stock ownership guidelines are met. | ■ Valmont’s executive officers do not have employment agreements. ■ Valmont’s executive officers do not have agreements providing for special payments in the event of a termination of employment or change-of-control. ■ Valmont’s stock plan prohibits option repricing. ■ Valmont does not maintain a perquisite program for executive officers. ■ Valmont has policies prohibiting hedging and pledging of Valmont stock applicable to directors and officers. |

  65. PAY VERSUS PERFORMANCE TABLE

    FISCAL 2025 COMPENSATION FOR EXECUTIVE OFFICERS ■ Base Salary. The base salaries for Messrs. Applbaum, Liguori, Donahue and Matthews were each increased 3.5% to $1,052,000, $672,750, $642,735 and $543,375, respectively. In connection with their promotions within the Infrastructure segment in May 2025, Mr. Colwell’s annual base salary was increased 4.6% to $580,000 and Mr. Turi’s annual salary was increased 10.4% to $480,000. Annual Incentives. Annual incentives are performance based. The annual incentives for 2025 for the named executive officers were based 75% on net earnings improvement and 25% on revenue growth. The Human Resources Committee established thresholds, targets and maximums for corporate net earnings and revenue growth, all as described in Compensation Discussion and Analysis — Annual Incentives. The target annual incentive was based on the competitive median pursuant to the primary benchmark