What changed in this filing

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Item 5. Other Information

2025-09-10 compared with 2025-03-05 · 35 added, 38 removed, 25 unchanged (74% of the section changed)

OTHER INFORMATION

Not applicable.

A list of exhibits filed as part of this Report is set forth in the following Index to Exhibits.

10b5-1 Trading Arrangements

During the three months ended August 2, 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 such terms are defined in paragraphs (a) and (c), respectively, of Item 408 of Regulation S-K promulgated under the Securities Act.

Fifth Amendment to Credit Agreement

On September 4, 2025, the Company entered into an Amendment to Credit Agreement (the “Fifth Amendment”), effective as of December 1, 2024, by and among the Company, the Administrative Agent, the Lenders, and the other Loan Parties.

Pursuant to the Fifth Amendment, the Credit Agreement was amended to, among other changes:

(i) expressly permit the Company to make share repurchases during the period from December 2024 through December 2025 in an aggregate amount not to exceed $ 50,000 (the “Specified Share Repurchases”);

and (ii) to exclude the Specified Share Repurchases from the definition of Restricted Payments (as defined in the Credit Agreement) for purposes of the calculation of the Company’s Fixed Charge Coverage Ratio (as defined in the Credit Agreement) under the Credit Agreement.

The foregoing description of the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fifth Amendment, a copy of which is filed as an exhibit to this Quarterly Report on Form 10-Q.

A list of exhibits filed as part of this Quarterly Report on Form 10-Q is set forth in the following Index to Exhibits.

Index to Exhibits

3 unchanged sentences

001-38747 unless otherwise indicated.

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.

1) of Daktronics, Inc.

filed on December 21, 2018).

Second Amended and Restated Bylaws of Daktronics, Inc., dated as of March 3, 2025(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Daktronics, Inc.

on March 3, 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 the Current Report on Form 8-K of Daktronics, Inc.

filed 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).

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 the Current Report on Form 8-K filed by Daktronics, Inc.

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 the Current Report on Form 8-K filed by Daktronics, Inc.

on March 3, 2025).

Securities Purchase Agreement dated as of May 11, 2023 by and between Daktronics, Inc.

and Alta Fox Opportunities Fund, LP (Incorporated by reference to Exhibit 10.3 filed with the Current Report on Form 8-K of Daktronics, Inc.

filed on May 12, 2023).

Senior Secured Convertible Note dated as of May 11, 2023 issued by Daktronics, Inc.

to Alta Fox Opportunities Fund, LP (Incorporated by reference to Exhibit 10.4 filed with the Current Report on Form 8-K of Daktronics, Inc.

filed on May 12, 2023).

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.

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.

filed on May 12, 2023).

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

filed on March 3, 2025).

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).

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).

Consent and Amendment No.

4 to Credit Agreement effective as of June 6, 2025 by and among Daktronics, Inc., 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).

Consent and Amendment No.

5 to Credit Agreement effective as of December 1, 2024 by and among Daktronics, Inc., the Lenders party to the Credit Agreement, and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders.

Daktronics, Inc.

Amended and Restated Employee Retention and Protection Plan, effective as of June 23, 2025 (Incorporated by reference to Exhibit 10.1 filed with the Current Report on Form 8-K of Daktronics, Inc.

filed on June 25, 2025).

Form of Participation Agreement pursuant to the Daktronics, Inc.

Employee Retention and Protection Plan.

Form of Performance Share Unit Grant Notice (Incorporated by reference to Exhibit 10.1 filed with the Current Report on Form 8-K/A of Daktronics, Inc.

filed on September, 2025).

Termination Agreement, dated August 1, 2025, by and between Bradley T.

Wiemann and Daktronics, Inc.

(Incorporated by reference to Exhibit 10.2 filed with the Current Report on Form 8-K of Daktronics, Inc.

filed on August 1, 2025).

Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

13 unchanged sentences

(2) Furnished herewith electronically.

(3) Management contract or compensatory plan or arrangement.

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 thereunto duly authorized.

/s/ Sheila M.

Daktronics, Inc.

Chief Financial Officer

/s/ Howard I.

Acting Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

March 5, 2025

September 10, 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-Q

Item 5. Other Information