ACQUISITIONS

3 Months Ended

Mar. 28, 2026

ACQUISITIONS

ACQUISITIONS

(3) ACQUISITIONS

Acquisitions of Businesses

On January 12, 2026, the Company acquired the remaining 80% ownership interest in RMDS Innovation, Inc., a Quebec-based technology company, for total purchase consideration of approximately $15,428, including working capital adjustments. The consideration transferred was denominated in Canadian dollars and translated into U.S. dollars using the spot exchange rate in effect on the acquisition date. The consideration transferred included contingent consideration with an acquisition-date fair value of approximately $2,481, payable in two future earn-out installments based on the achievement of specified performance targets. The contingent consideration is classified as a liability and recorded in “Other non-current liabilities” in the Condensed Consolidated Balance Sheets. In connection with the acquisition, the Company remeasured its previously held equity method investment to fair value as of the acquisition date and recognized a gain of approximately $1,557 within “Other, net” in the Condensed Consolidated Statements of Earnings.

The purchase price allocation is preliminary and subject to adjustment within the one-year measurement period as additional information becomes available. Approximately $16,653 of the purchase price has been classified as goodwill, which is not deductible for income tax purposes and is included in the Agriculture segment. The amounts allocated to goodwill were primarily attributable to anticipated synergies and other intangibles that do not qualify for separate recognition, such as an assembled workforce.

The results of this acquisition are included in the Agriculture segment and were not material to the Condensed Consolidated Statements of Earnings for the thirteen weeks ended March 28, 2026.

Acquisitions of Redeemable Noncontrolling Interests

In the fourth quarter of fiscal 2025, the Company completed negotiations with the noncontrolling interest holders of Solbras Energia Solar do Brasil S.A. to acquire the remaining 45% ownership interest and entered into a revised shareholder purchase agreement with a final redemption amount of approximately 79,000 Brazilian reais ($14,246 U.S. dollars). Payment of this amount was made in the fourth quarter of fiscal 2025, thereby settling the related redeemable noncontrolling interest. The redemption resulted in an increase to “Retained earnings” of approximately $11,997 and increased diluted earnings per share by $0.61 and $0.60 for the thirteen and fifty-two weeks ended December 27, 2025, respectively.

In the fourth quarter of fiscal 2025, the Company completed negotiations with the noncontrolling interest holders of ConcealFab, Inc. to acquire the remaining 40% ownership interest outside of the existing redemption rights period. The Company entered into revised shareholder purchase agreements with each minority shareholder for an aggregate purchase price of approximately $81,822. Approximately $72,900 of this amount was paid during the fourth quarter of fiscal 2025 and approximately $8,922 was paid during the first quarter of fiscal 2026.

In the third quarter of fiscal 2025, following the exercise of put options by the minority shareholders, the Company acquired an additional approximately 30% ownership interest of Valmont Irrigation Argentina B.V. for $14,624.

These transactions involved acquiring additional shares of consolidated subsidiaries without resulting in changes in control.