VALMONT INDUSTRIES INC Stock Compensation Disclosure

(11) STOCK-BASED COMPENSATION

The Company administers stock‑based compensation plans that have been approved by its shareholders. Under these plans, the Human Resources Committee of the Board of Directors is authorized to grant various types of awards, including incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock units, and common stock bonuses. As of December 27, 2025, 1,367,546 shares of common stock remained available for issuance under the plans. The shares and options issued and available are subject to changes in capitalization. The Company’s policy is to issue shares upon the exercise of stock options, the vesting of restricted stock units, or the issuance of restricted stock from treasury shares held by the Company.

For the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023, the Company recorded stock-based compensation expenses of $24,308, $29,869, and $39,219, respectively, included in “Selling, general, and administrative expenses” in the Consolidated Statements of Earnings. The associated tax benefits recorded for these periods were $3,416, $3,412, and $7,092, respectively.

Stock Options

Stock options granted under the plans have an exercise price equal to the closing market price on the date of the grant. Options vest beginning on the first anniversary of the grant date, either in equal amounts over three years or fully on the grant’s fifth anniversary. The expiration of grants ranges from seven to ten years from the date of the award.

As of December 27, 2025, approximately $5,513 of unrecognized stock option compensation expense will be recognized over a weighted-average period of 2.38 years. During the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023, compensation expense for stock options was $2,154, $2,252, and $3,687, respectively.

The Company uses a binomial option pricing model to value its stock options. The fair value of each option grant made as of December 27, 2025, December 28, 2024, and December 30, 2023 was estimated using the following assumptions:

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The following is a summary of the stock option activity for the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023:

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The weighted average per share fair value of options granted during the fiscal year ended December 27, 2025 was $130.22.

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The weighted average per share fair value of options granted during the fiscal year ended December 28, 2024 was $107.27.

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The weighted average per share fair value of options granted during the fiscal year ended December 30, 2023 was $72.60.

Restricted Stock Units

Restricted stock units are settled in Company stock when the restriction period ends. Restricted stock units and awards generally vest in equal installments over three years, beginning on the first anniversary of the grant. During the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023, the Company granted restricted stock units to directors and certain management employees as follows:

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The Company recognizes compensation expense for restricted stock units on a straight-line basis over the requisite service period, accounting for forfeitures as they occur. The compensation expense for the Company’s restricted stock units totaled $13,195, $17,141, and $22,478 for the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023, respectively.

As of December 27, 2025, the amount of unrecognized stock‑based compensation granted, to be recognized over a weighted‑average period of 1.69 years, was approximately $28,005.

Performance Stock Units (“PSUs”)

PSUs consist of shares of the Company’s stock, payable upon the determination that the Company has achieved certain established performance targets. PSUs can range from 0% to 200% of the targeted payout based on actual results over a performance period of three years. The fair value of each PSU granted is equal to the fair market value of the Company’s common stock on the date of grant. PSUs generally have a three-year cliff-vesting schedule; however, according to the grant agreements, if certain conditions are met, the employee (or beneficiary) will receive a prorated amount based on active employment during the service period.

During the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023, the Company granted PSU awards as follows:

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The compensation expense for the Company’s PSUs totaled $8,959, $10,476, and $13,054 for the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023, respectively.