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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
March 3, 2026
Date of Report (Date of earliest event reported)
Valmont Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 1-31429 |
47-0351813 |
| (Commission File Number) |
(IRS Employer Identification No.) |
| 15000 Valmont Plaza |
68154 |
| Omaha, Nebraska |
|
| (Address of principal executive offices) |
(Zip Code) |
(402) 963-1000
Registrant's telephone number, including area code
N/A
(Former name or former address, if changed since last report.)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $1.00 par value |
|
VMI |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 4.01 Changes in Registrant’s Certifying Accountant
| (a) | Appointment of New Independent Registered Public Accounting Firm |
On March 3, 2026, following the conclusion
of a process managed by the Audit Committee of the Board of Directors of Valmont Industries, Inc. (“the Company”), the
Audit Committee approved the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting
firm beginning with the year ending December 26, 2026 and related interim periods, subject to the completion of KPMG’s customary
client acceptance procedures and the execution of an engagement letter.
During the Company’s fiscal years ended December 27,
2025 and December 28, 2024 and through March 3, 2026, neither the Company, nor anyone on its behalf, consulted KPMG regarding
either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company’s financial statements and no written report or oral advice was provided to the Company
by KPMG that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or
financial reporting issue; or (ii) any matter that was the subject of a “disagreement” as that term is defined in Item
304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, or Regulation S-K, and the related
instructions thereto, or “reportable event” as described in Item 304(a)(1)(v) of Regulation S-K.
| (b) | Dismissal of Independent Registered Public Accounting Firm |
On
March 3, 2026, the Audit Committee dismissed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent
registered public accounting firm.
During the Company’s years ended
December 27, 2025 and December 28, 2024, and the subsequent interim period through the date of this Current Report on Form
8-K there were no: (1) “disagreements” with Deloitte as defined in Item 304(a)(1)(iv) of Regulation S-K and
related instructions thereto, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope
or procedures, which disagreements, if not resolved to their satisfaction, would have caused them to make reference in connection
with their opinion to the subject matter of the disagreement, or (2) “reportable events” as described in Item
304(a)(1)(v) of Regulation S-K.
The audit reports of Deloitte on the Company’s
consolidated financial statements as of and for the Company’s fiscal years ended December 27, 2025, and December 28, 2024,
did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting
principles.
The Company has provided Deloitte with a copy of
this Form 8-K prior to its filing with the Securities and Exchange Commission. The Company requested Deloitte to furnish the Company
with a letter addressed to the SEC stating whether or not Deloitte agrees with the above statements, as required by Item 304(a)(3) of
Regulation S-K. A copy of Deloitte’s letter is filed as Exhibit 16.1.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 16.1 |
|
Letter from Deloitte & Touche LLP, dated March 5, 2026 |
| 104 |
|
Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
VALMONT INDUSTRIES, INC. |
| |
|
|
| |
By: |
/S/Thomas Liguori |
| |
Name: |
Thomas Liguori |
| |
Title: |
Executive Vice President and Chief Financial Officer |
Date: March 6, 2026
