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Item 9A. Controls and Procedures

2025-06-25 compared with 2024-06-26 · 102 added, 100 removed, 127 unchanged (61% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Management of our Company is responsible for establishing and maintaining effective disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934.

As of April 27, 2024, an evaluation was performed, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of April 27, 2024, our disclosure controls and procedures were effective at the reasonable assurance level to ensure information required to be disclosed in this Annual Report on Form 10-K was recorded, processed, summarized and reported within the time period required by the SEC's rules and forms and accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer believe the consolidated financial statements included in this Annual Report on Form 10-K fairly represent, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with U.S.

Prior Year Material Weakness in Internal Control over Financial Reporting

As previously reported in our Annual Report on Form 10-K for the fiscal year ended April 29, 2023, a material weakness in our internal control over financial reporting was reported relating to the ineffective operation of certain transactional level controls related to revenue contracts recognized over time.

These controls operated ineffectively due to insufficient training of the control operators as to the level of precision expected when executing the revenue controls in accordance with the Company's policy.

The Company has made the following enhancements to internal controls to address the material weakness:

Enhanced the policy and process over the extent of review procedures to be performed, the related documentation, and the level of precision used by the control operator.

Provided training to the control operators relating to the level of precision, evidence, and documentation expected when executing the revenue controls in accordance with the Company's policy.

Management has determined, through its testing, that the Company's internal controls related to revenue contracts recognized over time were designed and operated effectively for a sufficient period of time during fiscal 2024 to conclude that the previously identified material weakness has been remediated as of April 27, 2024.

Management of our Company is responsible for establishing and maintaining effective disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

As of April 26, 2025, an evaluation was performed, under the supervision and with the participation of management, including our Interim Chief Executive Officer and Acting Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

Based upon that evaluation, our Interim Chief Executive Officer and Acting Chief Financial Officer concluded that as of April 26, 2025, our disclosure controls and procedures were effective at the reasonable assurance level to ensure information required to be disclosed in this Annual Report on Form 10-K was recorded, processed, summarized and reported within the time period required by the SEC’s rules and forms and accumulated and communicated to management, including the Interim Chief Executive Officer and Acting Chief Financial Officer, to allow timely decisions regarding required disclosure.

Our Interim Chief Executive Officer and Acting Chief Financial Officer believe the Consolidated Financial Statements included in this Annual Report on Form 10-K fairly represent, in all material respects, our financial condition, results of operations, and cash flows as of and for the periods presented in accordance with United States GAAP.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our system of internal control was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).

Under the supervision and with the participation of our management, including our Interim Chief Executive Officer and Acting Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “2013 Framework”).

Based on our evaluation under the criteria in the 2013 Framework, our management concluded our internal control over financial reporting was effective as of April 26, 2025.

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Changes in Internal Control Over Financial Reporting

Except for the remediation of the material weakness noted above, during the quarter ended April 27, 2024, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

By /s/ Reece A.

Kurtenbach By /s/ Sheila M.

Kurtenbach Sheila M.

Chief Executive Officer Chief Financial Officer

During the quarter ended April 26, 2025, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

By /s/ Brad T.

Wiemann By /s/ Howard I.

Wiemann Howard I.

Interim Chief Executive Officer Acting Chief Financial Officer

June 25, 2025 June 25, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Daktronics, Inc.

To the stockholders and the Board of Directors of Daktronics, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Daktronics, Inc.

and subsidiaries (the “Company”) as of April 27, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee

of Sponsoring Organizations of the Treadway Commission (COSO).

and subsidiaries (the “Company”) as of April 26, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 26, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

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OTHER INFORMATION

Daktronics, Inc.

Stock Trading Policy for All Employees and Directors

During the three-month period ended April 26, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K under the Securities Act, nor did the Company during such fiscal quarter adopt or terminate any “Rule 10b5-1 trading arrangement.”

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item 10 will be included under the captions “Proposal One – Election of Directors” and “Corporate Governance” in our definitive proxy statement for our 2025 annual meeting of stockholders (the “Proxy Statement”) to be filed within 120 days after our most recent fiscal year-end.

Any information concerning the compliance of our officers, directors, and 10 percent stockholders with Section 16(a) of the Exchange Act is incorporated by reference to the information to be contained in the Proxy Statement under the caption “Delinquent Section 16(a) Reports.” The information regarding Audit Committee members and “Audit Committee Financial Experts” is incorporated by reference to the information to be contained in the Proxy Statement under the caption “Corporate Governance – Committees of the Board of Directors.” The information regarding the Daktronics Global Code of Conduct (our “Code of Conduct”) is incorporated by reference to the information to be contained in the Proxy Statement under the heading “Corporate Governance – Code of Conduct.”

We have adopted the “Daktronics, Inc.

Stock Trading Policy for All Employees and Directors” (the “Stock Trading Policy”), which governs the purchase, sale and other dispositions of the Company’s securities by all of our directors, officers, and employees and their family members sharing their same residence.

The Stock Trading Policy is designed to promote compliance with insider trading laws, rules and regulations, as well as the rules and regulations of the Nasdaq Global Select Market.

The Stock Trading Policy is designed to promote compliance with insider trading laws, rules and regulations, as well as Nasdaq rules and regulations.

It prohibits those who are subject to the Stock Trading Policy from trading securities of any company, including Daktronics, while in possession of material non-public information, and from buying, selling or gifting Daktronics securities even if not in possession of such information during certain trading blackout periods, subject to limited exceptions.

It also prohibits those who are subject to the Stock Trading Policy from effecting short sales of Daktronics securities and from engaging in hedging transactions and purchasing or selling derivative securities, such as puts and calls, relating to Daktronics securities.

The foregoing summary of the Stock Trading Policy does not purport to be

complete and is qualified in its entirety by reference to the full text of the Stock Trading Policy furnished with this Form 10-K as Exhibit 19.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item 10 will be included under the captions "Proposal One - Election of Directors" and "Corporate Governance" in our Proxy Statement for our 2024 annual meeting of shareholders ("Proxy Statement") to be filed within 120 days after our most recent fiscal year-end.

Any information concerning the compliance of our officers, directors, and 10 percent shareholders with Section 16(a) of the Securities Exchange Act of 1934 is incorporated by reference to the information to be contained in the Proxy Statement under the caption "Delinquent Section 16(a) Reports." The information regarding Audit Committee members and "Audit Committee Financial Experts" is incorporated by reference to the information to be contained in the Proxy Statement under the caption "Corporate Governance – Committees of the Board of Directors." The information regarding our Code of Conduct is incorporated by reference to the information to be contained in the Proxy Statement under the heading "Corporate Governance – Code of Conduct."

EXECUTIVE COMPENSATION

Information regarding the compensation of our directors and officers for the fiscal year ended April 27, 2024 will be in the Proxy Statement under the heading “Proposal One - Election of Directors” and “Executive Compensation” and is incorporated herein by reference.

We maintain a Code of Conduct which applies to all employees, officers and directors.

The foregoing summary of the Stock Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Trading Policy, which is filed as Exhibit 19 to this Form 10-K.

Our Code of Conduct is written and applies to all employees, officers and directors.

Included in the Code of Conduct are ethics provisions that apply to our Chief Executive Officer, Chief Financial Officer, and all other financial and accounting management employees.

A copy of our Code of Conduct can be obtained from our website at www.daktronics.com on the Investor Relations page and will be made available free of charge to any shareholder upon request.

A copy of our Code of Conduct can be obtained from our website at www.daktronics.com on the Investor Relations page and will be made available free of charge to any stockholder upon request.

Information on or available through our website is not part of this Form 10-K.

1 unchanged sentence

However, to date, we have not granted a waiver from the Code of Conduct.

In September 2023, the Board of Directors (the “Board”) of Daktronics, Inc.

(the “Company”) adopted a Clawback Policy (the “Policy”) providing for the recoupment of certain executive compensation in the event of an accounting restatement resulting from the Company’s material noncompliance with financial reporting requirements under the federal securities laws.

The Policy is filed as Exhibit 97 to this Form 10-K.

It is designed to comply with Section 10D of and Rule 10D-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and Nasdaq Listing Rule 5608.

This Policy applies to the Company's current and former executive officers, as determined by the Board in accordance with Section 10D of the Exchange Act and the listing standards of the Nasdaq Global Select Market and such other senior executives who may from time to time be deemed subject to the Policy by the Board (the “Covered Executives”).

If the Company is required to prepare an accounting restatement of its financial statements due to the Company's material noncompliance with any financial reporting requirement under the securities laws, the Board will require reimbursement or forfeiture of any excess "Incentive Compensation" (defined below) received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement.

For purposes of this Policy, the term "Incentive Compensation" means Incentive-Based Compensation as defined in accordance with Section 10D of the Exchange Act and the listing standards of the Nasdaq Global Select Market for Covered Executives if such compensation is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure, including “variable compensation” or “Margin Based Compensation” as referred to within the Company, and the term “financial reporting measures” has the same meaning as defined in accordance with Section 10D of the Exchange Act and the listing standards of the Nasdaq Global Select Market.

The amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Board.

EXECUTIVE COMPENSATION

Information regarding the compensation of our directors and officers for the fiscal year ended April 26, 2025 will be in the Proxy Statement under the heading “Proposal One - Election of Directors” and “Executive Compensation” and is incorporated herein by reference.

In September 2023, the Board of Directors adopted a Clawback Policy (the “Clawback Policy”) providing for the recoupment of certain executive compensation in the event of an accounting restatement resulting from the Company’s material noncompliance with financial reporting requirements under the federal securities laws.

The Clawback Policy is filed as Exhibit 97 to this Form 10-K.

It is designed to comply with Section 10D of and Rule 10D-1 under the Exchange Act and Nasdaq Listing Rule 5608.

The Clawback Policy applies to the Company’s current and former executive officers, as determined by the Board in accordance with Section 10D of the Exchange Act and Nasdaq listing standards, and such other senior executives who may from time to time be deemed subject to the Clawback Policy by the Board (the “Covered Executives”).

If the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, the Board will require reimbursement or forfeiture of any excess “Incentive Compensation” (as defined below) received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement.

For purposes of the Clawback Policy, the term “Incentive Compensation” means “Incentive-Based Compensation” as defined in accordance with Section 10D of the Exchange Act and Nasdaq listing standards, for Covered Executives if such compensation is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure, including “variable compensation” or “Margin Based Compensation” as referred to within the Company, and the term “financial reporting measures” has the same meaning as defined in accordance with Section 10D of the Exchange Act and Nasdaq listing standards.

The amount to be recovered will be the

excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Board.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

3 unchanged sentences

See “Note 17.

Related Party" of the Notes to our Consolidated Financial Statements included in this Form 10-K for further details of related party transactions.

Related Party Transactions” of the Notes to our Consolidated Financial Statements included in this Form 10-K for further details of related party transactions.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

7 unchanged sentences

Consolidated Statements of Comprehensive Income (Loss) for each of the three fiscal years ended April 26, 2025, April 27, 2024 and April 29, 2023

Consolidated Statements of Shareholders’ Equity for each of the three fiscal years ended A pril 27, 2024, April 29, 2023 and April 30, 2022

Consolidated Statements of Stockholders’ Equity for each of the three fiscal years ended April 26, 2025, April 27, 2024 and April 29, 2023

Consolidated Statements of Cash Flows for each of the three fiscal years ended April 26, 2025, April 27, 2024 and April 29, 2023

3 unchanged sentences

Certain of the following exhibits are incorporated by reference from prior filings.

The form with which each exhibit was filed and the date of filed and the date of filing are as indicated below;

The form with which each exhibit was filed and the date of filing are as indicated below;

the reports described below are filed as Commission File No.

001-38747 unless otherwise indicated.

3.1 Amended and Restated Articles of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q/A (Amendment No.

Plan of Conversion of Daktronics, Inc.

dated as of April 17, 2025 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on April 18, 2025).

Amended and Restated Articles of Incorporation of the Company ( i ncorporated by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q/A (Amendment No.

1) of Daktronics, Inc.

filed on December 21, 2018).

3.2 Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.1 filed with our Current Report on Form 8-K filed on January 30, 2023).

4.1 Form of Stock Certificate Evidencing Common Stock, without par value, of the Company (Incorporated by reference to Exhibit 4.1 filed with our Amendment No.

1 to the Registration Statement on Form S-1 on January 12, 1994 as Commission File No.

4.2 Rights Agreement dated as November 16, 2018 between Daktronics, Inc.

and Equiniti Trust Company, as Rights Agent (Incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of Daktronics, Inc.

filed on November 16, 2018, Commission File No.

Certificate of Conversion of Daktronics, Inc., dated as of April 17, 2025 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on April 18, 2025).

Certificate of Incorporation of Daktronics, Inc., dated as of April 17, 2025 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on April 18, 2025).

Bylaws of Daktronics, Inc., a Delaware Business Corporation Incorporated Under Delaware Law, dated as of April 17, 2025 (incorporated by reference to Exhibit 3.3 to our Current Report on Form 8-K filed with the SEC on April 18, 2025).

Articles of Charter Surrender of Daktronics, Inc., dated as of April 17, 2025 (incorporated by reference to Exhibit 3.4 to our Current Report on Form 8-K filed with the SEC on April 18, 2025).

Rights Agreement, dated as of November 16, 2018 between Daktronics, Inc.

and Equiniti Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed with the SEC on November 16, 2018, Commission File No.

First Amendment to Rights Agreement, dated as of November 19, 2021 between Daktronics, Inc.

and Equiniti Trust Company, as Rights Agent (Incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K of Daktronics, Inc.

filed on November 19, 2021).

4.4 Daktronics, Inc.

2007 Incentive Stock Plan (Incorporated by reference to Exhibit 10.1 filed with our Quarterly Report on Form 10-Q filed on August 20, 2007, Commission File No.

4.5 Daktronics, Inc.

2015 Incentive Stock Plan ("2015 Plan") (Incorporated by reference to Exhibit A to the Company's Definitive Proxy Statement on Schedule 14A filed on July 14, 2015, Commission File No.

4.6 Daktronics, Inc.

2020 Incentive Stock Plan ("2020 Plan") (Incorporated by reference to Exhibit A to the Company's Definitive Proxy Statement on Schedule 14A filed on July 16, 2020).*

4.7 Form of Restricted Stock Award Agreement under the 2020 Plan (Incorporated by reference to Exhibit 10.2 filed with our Current Report on Form 8-K filed on September 3, 2020).*

4.8 Form of Non-Qualified Stock Option Agreement Terms and Conditions under the 2020 Plan (Incorporated by reference to Exhibit 10.3 filed with our Current Report on Form 8-K filed on September 3, 2020).*

4.9 Form of Incentive Stock Option Terms and Conditions under the 2020 Plan (Incorporated by reference to Exhibit 10.4 filed with our Current Report on Form 8-K filed on September 3, 2020).*

4.10 Form of Restricted Stock Unit Terms and Conditions under the 2020 Plan (Incorporated by reference to Exhibit 10.5 filed with our Current Report on Form 8-K filed on September 3, 2020).*

and Equiniti Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K filed with the SEC on November 19, 2021).

Second Amendment to Rights Agreement, dated as of November 19, 2024, by and between Daktronics, Inc.

and Equiniti Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on November 20, 2024).

Third Amendment to Rights Agreement, dated as of March 3, 2025, by and between Daktronics, Inc.

and Equiniti Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed with the SEC on March 3, 2025).

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

(Incorporated by reference to Exhibit 4.11 files with our Annual Report on Form 10-K filed on July 12, 2023).)

10.1 Credit Agreement dated November 15, 2016 by and between the Company and U.S.

Bank National Association (Incorporated by reference to Exhibit 10.1 filed with our Current Report on Form 8-K filed on November 16, 2016, Commission File No.

10.2 Revolving Note dated November 15, 2016 issued by the Company to U.S.

Bank National Association (Incorporated by reference to Exhibit 10.2 filed with our Current Report on Form 8-K filed on November 16, 2016, Commission File No.

10.3 Second Amendment to Credit Agreement dated as of November 15, 2019 by and between the Company and U.S.

Bank National Association (Incorporated by reference to Exhibit 10.1 filed with our Current Report on Form 8-K filed on November 15, 2019).

10.4 Third Amendment to Credit Agreement dated as of August 28, 2020 by and between the Company and U.S.

Bank National Association (Incorporated by reference to Exhibit 10.4 filed with our Current Report on Form 10-Q of Daktronics, Inc.

filed on August 28, 2020).

10.5 Fourth Amendment to Credit Agreement dated as of March 11, 2021 by and between the Company and U.S.

Bank National Association (Incorporated by reference to Exhibit 10.5 filed with our Annual Report on Form 10-K filed on June 11, 2021).

10.6 Fifth Amendment to Credit Agreement dated as of April 29, 2022 by and between the Company and U.S.

Bank National Association (Incorporated by reference to Exhibit 10.1 filed with our Current Report on Form 8-K filed on April 29, 2022).

10.7 Amendment to Credit Agreement and Revolving Note dated as of August 16, 2022 by and between the Company and U.S.

Bank National Association (Incorporated by reference to Exhibit 10.1 files with our Current Report on Form 8-K filed on August 18, 2022).

10.8 Amendment to Credit Agreement and Revolving Note dated as of October 31, 2022 by and between the Company and U.S.

Bank National Association (Incorporated by reference to Exhibit 10.1 filed with our Current Report on Form 8-K filed on November 1, 2022).

10.9 Sixth Amendment to Credit Agreement dated as of December 9, 2022 by and between the Company and U.S.

Bank National Association (Incorporated by reference to Exhibit 10.1 filed with our Current Report on Form 8-K filed on December 13, 2022).

10.10 Seventh Amendment to Credit Agreement dated as of January 23, 2023 by and between the Company and U.S.

Bank National Association (Incorporated by reference to Exhibit 10.1 filed with our Current Report on Form 8-K filed on January 25, 2023).

10.11 Security Agreement dated as of August 28, 2020 by and between the Company and U.S.

Bank National Association (Incorporated by reference to Exhibit 10.5 filed with our Current Report on Form 10-Q of Daktronics, Inc.

filed on August 28, 2020).

Daktronics, Inc.

2020 Stock Incentive Plan (“2020 Plan”) (incorporated by reference to Exhibit A to the Company ’ s Definitive Proxy Statement on Schedule 14A filed on July 16, 2020).*

Form of Restricted Stock Award Agreement under the 2020 Plan (incorporated by reference to Exhibit 10.2 filed with our Current Report on Form 8-K on September 3, 2020).*

Form of Non-Qualified Stock Option Agreement Terms and Conditions under the 2020 Plan (incorporated by reference to Exhibit 10.3 filed with our Current Report on Form 8-K on September 3, 2020).*

Form of Incentive Stock Option Terms and Conditions under the 2020 Plan (incorporated by reference to Exhibit 10.4 filed with our Current Report on Form 8-K on September 3, 2020).*

Form of Restricted Stock Unit Terms and Conditions under the 2020 Plan (incorporated by reference to Exhibit 10.5 filed with our Current Report on Form 8-K on September 3, 2020).*

Cooperation Agreement dated July 23, 2022 by and between the Company and Prairieland Holdco, LLC (incorporated by reference to Exhibit 10.1 filed with our Current Report on Form 8-K on July 27, 2022).

5 unchanged sentences

the Lenders party to the Credit Agreement;

and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (Incorporated by reference to Exhibit 10.1 filed with the Current Report on Form 8-K of Daktronics, Inc.

and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (“Credit Agreement”) (incorporated by reference to Exhibit 10.1 filed with the Current Report on Form 8-K of Daktronics, Inc.

filed on May 12, 2023).

8 unchanged sentences

filed on May 12, 2023).

10.18 Pledge and Security Agreement dated as of May 11, 2023 by and among Daktronics, Inc., Daktronics Installation, Inc., and Alta Fox Opportunities Fund, LP (Incorporated by reference to Exhibit 10.5 filed with the Current Report on Form 8-K of Daktronics, Inc.

Pledge and Security Agreement dated as of May 11, 2023 by and among Daktronics, Inc., Daktronics Installation, Inc., and Alta Fox Opportunities Fund, LP ( i ncorporated by reference to Exhibit 10.5 filed with the Current Report on Form 8-K of Daktronics, Inc.

filed on May 12, 2023).

Registration Rights Agreement dated as of May 11, 2023 by and between Daktronics, Inc.

and Alta Fox Opportunities Fund, LP (Incorporated by reference to Exhibit 10.6 filed with the Current Report on Form 8-K of Daktronics, Inc.

and Alta Fox Opportunities Fund, LP ( i ncorporated by reference to Exhibit 10.6 filed with the Current Report on Form 8-K of Daktronics, Inc.

filed on May 12, 2023).

10.20 I ntercreditor Agreement dated as of May 11, 2023 by and among Daktronics, Inc., JPMorgan Chase Bank, N.A., and Alta Fox Opportunities Fund, LP (Incorporated by reference to Exhibit 10.7 filed with the Current Report on Form 8-K of Daktronics, Inc.

Intercreditor Agreement dated as of May 11, 2023 by and among Daktronics, Inc., JPMorgan Chase Bank, N.A., and Alta Fox Opportunities Fund, LP ( i ncorporated by reference to Exhibit 10.7 filed with the Current Report on Form 8-K of Daktronics, Inc.

filed on May 12, 2023).

Letter Amendment dated as of August 15, 2024 by and among Daktronics, Inc.

and the other Borrowers;

the other Loan Parties to the Credit Agreement;

the Lenders party to the Credit Agreement;

and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders to Credit Agreement ( i ncorporated by reference to Exhibit 10.1 filed with the Current Report on Form 8-K of Daktronics, Inc.

filed on August 29, 2024).

Cooperation Agreement dated as of March 3, 2025 by and between Daktronics, Inc.

and Alta Fox Capital Management, LLC, Alta Fox Opportunities Fund, LP, Alta Fox GenPar, LP, Alta Fox Equity, LLC and P.

Connor Haley ( i ncorporated by reference to Exhibit 10.1 filed with the Current Report on Form 8-K of Daktronics, Inc.

filed on March 3, 2025).

Separation and Release Agreement, dated March 5, 2025, by and between Reece A.

Kurtenbach and Daktronics, Inc.

(incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 5, 2025).*

Consulting Agreement, dated March 5, 2025, by and between Reece A.

Kurtenbach and Daktronics, Inc.

(incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on March 5, 2025).*

Offer Letter, dated March 5, 2025, by and between Bradley T.

Wiemann and Daktronics, Inc.

(incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on March 5, 2025).*

Offer Letter, dated March 5, 2025, by and between Howard I.

Atkins and Daktronics, Inc.

(incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed with the SEC on March 5, 2025).*

Form of Interim Executive RSU Agreement (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC on March 5, 2025).*

Form of Retention RSU Agreement (incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed with the SEC on March 5, 2025).*

Daktronics, Inc.

Stock Trading Policy for All Employees and Directors .

Employee Retention and Protection Plan (incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K filed with the SEC on March 5, 2025).*

Consent and Amendment No.

4 to Credit Agreement, effective as of June 6, 2025, by and among Daktronics, Inc., the other Loan Parties to the Credit Agreement, the Lenders party to the Credit Agreement, and JPMorgan Chase Bank, N.A.

in its capacity as administrative agent for the Lenders (incorporated by reference to Exhibit 10.1 filed with the Current Report on Form 8-K of Daktronics, Inc.

filed on June 13, 2025 ).

Daktronics, Inc.

Stock Trading Policy for All Employees and Directors ( i ncorporated by reference to Exhibit 19 to our Annual Report on Form 10-K filed on June 26, 2024).

21.1 Subsidiaries of the Company.

8 unchanged sentences

Daktronics, Inc.

Clawback Policy.

Clawback Policy (incorporated by reference to Exhibit 97 to our Annual Report on Form 10-K filed with the SEC on June 26, 2024).

101 The following financial information from our Annual Report on Form 10-K for the fiscal year ended April 26, 2025, formatted in Extensible Business Reporting Language (iXBRL):

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Shareholders' Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)

(1) Filed herewith electronically.

(2) Furnished herewith electronically.

* Indicates a management contract or compensatory plan, contract, or arrangement

** Paper Filing

* Indicates a management contract or compensatory plan or arrangement

ADFLOW ® , AJT Systems ® , All Sport ® , Daktronics ® , D ® , DakStats ® , Data Display ® , DataTime ® , Fuelight ™ , Fuelink ™ , Galaxy ® , GalaxyPro ™ , Go Digital ® , Keyframe ® , Liveticker ® , Matside ® , OmniSport ® , ProAd ® , ProPixel ® , ProRail ® , ProStar ® , Sportsound ® , Statvision ® , Tuff Sport ® , Uniview ® , Vanguard ® , Venus ® , Visiconn ® , V-Tour ® , V-Link ® , and Web-Sync ® are trademarks of Daktronics, Inc.

3 unchanged sentences

DAKTRONICS, INC.

Chief Executive Officer and President

Interim President & Chief Executive Officer

(Principal Executive Officer)

/s/ Howard I.

Acting Chief Financial Officer

(Principal Financial Officer)

/s/ Sheila M.

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Chief Accounting Officer

(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

16 unchanged sentences

Atkins Director June 25, 2025

By /s/ Peter Feigin Director June 25, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures