What changed in this filing

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Item 1. Financial Statements

2025-12-10 compared with 2025-09-10 · 240 added, 149 removed, 440 unchanged (47% of the section changed)

46 unchanged sentences

Common stock, $ 0.00001 par value, authorized 115,000 shares;

53,108 and 53,030 shares issued as of August 2, 2025 and April 26, 2025, respectively

53,400 and 53,030 shares issued as of November 1, 2025 and April 26, 2025, respectively

Additional paid-in capital 193,106 189,940

Retained earnings 161,861 127,910

Treasury stock, at cost, 4,627 and 3,979 shares as of August 2, 2025 and April 26, 2025, respectively

Treasury stock, at cost, 4,724 and 3,979 shares as of November 1, 2025 and April 26, 2025, respectively

( 51,975 ) ( 39,759 )

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(in thousands, except per share data)

Three Months Ended

2025 July 27,

Three Months Ended Six Months Ended

2025 October 26,

2024 November 1,

2025 October 26,

Net sales $ 229,253 $ 208,331 $ 448,225 $ 434,419

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Income tax expense 4,381 3,777 10,134 8,943

Net income (loss) $ 16,470 $ ( 4,946 )

Net income $ 17,481 $ 21,406 $ 33,951 $ 16,460

Weighted average shares outstanding:

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Diluted 49,391 51,715 49,608 47,507

Earnings (loss) per share:

Earnings per share:

Basic $ 0.36 $ 0.46 $ 0.70 $ 0.35

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AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

Three Months Ended

2025 July 27,

Net income (loss) $ 16,470 $ ( 4,946 )

Three Months Ended Six Months Ended

2025 October 26,

2024 November 1,

2025 October 26,

Net income $ 17,481 $ 21,406 $ 33,951 $ 16,460

Other comprehensive income:

Cumulative translation adjustments 330 314 609 442

Unrealized gain on available-for-sale securities, net of tax 10 20 10 20

Total other comprehensive income, net of tax 340 334 619 462

Comprehensive income (loss) $ 16,749 $ ( 4,818 )

Comprehensive income $ 17,821 $ 21,740 $ 34,570 $ 16,922

See notes to Condensed Consolidated Financial Statements.

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Balance as of August 2, 2025 53,108 $ — $ 191,663 $ 144,380 ( 4,627 ) $ ( 50,411 ) $ ( 5,881 ) $ 279,751

Net income — — — 17,481 — — — 17,481

Cumulative translation adjustments — — — — — — 330 330

Unrealized gain on available-for-sale securities, net of tax — — — — — — 10 10

Share-based compensation — — 1,011 — — — — 1,011

Common stock issued upon vesting of Restricted Stock Units 168 — — — — — — —

Exercise of stock options 160 — 1,039 — — — — 1,039

Shares withheld for taxes on Restricted Stock Unit issuances ( 36 ) — ( 607 ) — — — — ( 607 )

Treasury stock purchase — — — — ( 97 ) ( 1,564 ) — ( 1,564 )

Balance as of November 1, 2025 53,400 $ — $ 193,106 $ 161,861 ( 4,724 ) $ ( 51,975 ) $ ( 5,541 ) $ 297,451

See notes to Condensed Consolidated Financial Statements.

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Balance as of April 27, 2024 48,121 $ 65,525 $ 52,046 $ 138,031 ( 1,907 ) $ ( 10,285 ) $ ( 6,525 ) $ 238,792

Net income — — — ( 4,946 ) — — — ( 4,946 )

Net loss — — — ( 4,946 ) — — — ( 4,946 )

Cumulative translation adjustments — — — — — — 128 128

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Balance as of July 27, 2024 48,523 $ 69,242 $ 52,566 $ 133,085 ( 1,907 ) $ ( 10,285 ) $ ( 6,397 ) $ 238,211

Net income — — — 21,406 — — — 21,406

Cumulative translation adjustments — — — — — — 314 314

Unrealized gain on available-for-sale securities, net of tax — — — — — — 20 20

Share-based compensation — — 530 — — — — 530

Exercise of stock options 183 1,040 — — — — — 1,040

Shares withheld for taxes on Restricted Stock Unit issuances ( 37 ) — ( 591 ) — — — ( 591 )

Common stock issued upon vesting of Restricted Stock Units 141 — — — — — — —

Balance as of October 26, 2024 48,810 $ 70,282 $ 52,505 $ 154,491 ( 1,907 ) $ ( 10,285 ) $ ( 6,063 ) $ 260,930

See notes to Condensed Consolidated Financial Statements.

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(in thousands)

Three Months Ended

2025 July 27,

Six Months Ended

2025 October 26,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss) $ 16,470 $ ( 4,946 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net income $ 33,951 $ 16,460

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 9,588 9,794

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Allowance for credit losses on affiliate loan 873 —

Provision for doubtful accounts, net 594 265

Provision for (recoveries of) doubtful accounts, net 542 ( 152 )

Deferred income taxes, net ( 218 ) 13

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CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowings on notes payable 1,398 —

Payments on notes payable ( 875 ) ( 1,358 )

2 unchanged sentences

Proceeds from exercise of stock options 1,167 4,188

Tax payments related to RSU issuances ( 607 ) ( 591 )

Net cash (used in) provided by financing activities ( 11,236 ) 2,033

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Each fiscal quarter consists of 13 weeks, except in a 53-week fiscal year, where the first quarter includes 14 weeks.

The three months ended August 2, 2025, and July 27, 2024, included 14 and 13 weeks of operations, respectively.

The six months ended November 1, 2025, and October 26, 2024, included 27 and 26 weeks of operations, respectively.

There have been no material changes to the Company’s significant accounting policies and estimates as disclosed in the Form 10-K.

Cash and cash equivalents and restricted cash

The following table reconciles cash, cash equivalents, and restricted cash as presented in the Condensed Consolidated Balance Sheets with the corresponding totals reported in the Condensed Consolidated Statements of Cash Flows.

Restricted cash comprises amounts held in bank deposit accounts to support the issuance of foreign bank guarantees.

2025 July 27,

2024 April 26,

Cash and cash equivalents

Restricted cash — 379 —

Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 136,856 $ 97,188 $ 127,507

Cash and cash equivalents are presented in the Condensed Consolidated Balance Sheets with the corresponding totals reported in the Condensed Consolidated Statements of Cash Flows.

The Company had no restricted cash or restricted cash equivalents as of November 1, 2025 or October 26, 2024.

We maintain foreign currency cash accounts to support our global operations.

These balances are subject to fluctuations in foreign exchange rates, which may impact our consolidated financial position and results of operations.

As of August 2, 2025, our total cash and cash equivalents were $ 136,856 , of which $ 125,616 were denominated in U.S.

As of November 1, 2025, our total cash and cash equivalents were $ 149,604 , of which $ 135,051 were denominated in U.S.

Included in the U.S.

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ASU 2023-07 requires enhanced disclosures about significant segment expenses.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024, with

early adoption permitted.

ASU 2023-07 requires the retrospective adoption method.

The Company adopted ASU 2023-07 for annual periods beginning in the fiscal year ending April 26, 2025, noting there were no changes to our reportable segments.

The Company adopted ASU 2023-07 for annual periods beginning in the fiscal year ended April 26, 2025, noting there were no changes to our reportable segments.

The Company has adopted ASU 2023-07 for interim periods beginning in the fiscal year ending May 2, 2026.

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We are currently evaluating the impact of ASU 2025-05 on our expense disaggregation disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) (“ ASU 2025-06”), which modernizes the accounting for internal-use software costs to reflect current development practices.

The update eliminates the previous three-stage model (preliminary, application development, and post-implementation) and instead introduces a principles-based approach.

Under the new guidance, capitalization begins when (1) management authorizes and commits to funding the project, and (2) it is probable the project will be completed and the software will be used for its intended purpose.

ASU 2025-06 is effective for annual periods beginning after December 15, 2027, with early adoption permitted and transition options including prospective, retrospective, or modified retrospective application.

We are currently evaluating the impact of ASU 2025-06 on our accounting policies and disclosures.

Investments in Affiliates

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(dba Etulipa) (“Miortech”), which is focused on low-power outdoor electrowetting technology.

As of August 2, 2025, our ownership interest in Miortech was 55.9 percent, and in XDC was 16.4 percent.

As of November 1, 2025, our ownership interest in Miortech was 55.9 percent, and in XDC was 16.4 percent.

Despite our majority ownership in Miortech, we determined that both entities are variable interest entities (“VIEs”) and, based on management’s analysis, Daktronics is not the primary beneficiary as the power criterion was not met.

Accordingly, we do not consolidate these entities but account for our investments in such entities under the equity method.

As of August 2, 2025 and April 26, 2025, the carrying value of our equity method investments was zero.

Our proportional share of the affiliates’ losses is recorded in “Other expense, net” in our Condensed Consolidated Statements of Operations.

For the three months ended August 2, 2025, our share of losses was $ 805 , compared to $ 931 for the three months ended July 27, 2024.

As of November 1, 2025 and April 26, 2025, the carrying value of our equity method investments was zero.

Our proportional share of the affiliates’ losses is recorded in “Other expense, net” in our Condensed Consolidated Statements of

For the three and six months ended November 1, 2025, our share of affiliate losses were $ 436 and $ 1,241 , respectively, compared to $ 901 and $ 1,832 , respectively, for the three and six months ended October 26, 2024.

We also engage in related party transactions with our equity method investees, primarily for research and development services.

For the three months ended August 2, 2025 and July 27, 2024, we recorded expenses of $ 32 and $ 223 , respectively, in “Product design and development.” Unpaid amounts related to these services were $ 109 and $ 123 as of August 2, 2025 and July 27, 2024, respectively, and are included in “Accounts payable.”

Additionally, we have provided funding to certain of our affiliates through convertible and promissory notes (collectively, the “Affiliate Notes”).

During the three months ended August 2, 2025, we advanced $ 1,547 to such affiliates under the Affiliate Notes, as compared to $ 4,565 during fiscal year 2025.

Accrued interest on the Affiliate Notes was $ 228 and $ 838 as of August 2, 2025 and April 26, 2025, respectively.

The total face value of the outstanding Affiliate Notes was $ 21,748 and $ 19,843 as of August 2, 2025 and April 26, 2025, respectively.

For the six months ended November 1, 2025 and October 26, 2024, we recorded expenses of $ 32 and $ 497 , respectively, in “Product design and development.” Unpaid amounts related to these services were $ 124 and $ 134 as of November 1, 2025 and October 26, 2024, respectively, and are included in “Accounts payable.”

Additionally, we have provided funding to certain of our affiliates through promissory notes, some of which are convertible (collectively, the “Affiliate Notes”).

During the six months ended November 1, 2025, we advanced $ 2,997 to such affiliates under the Affiliate Notes, as compared to $ 4,565 during fiscal year 2025.

Accrued interest on the Affiliate Notes was $ 494 and $ 838 as of November 1, 2025 and April 26, 2025, respectively.

The total face value of the outstanding Affiliate Notes was $ 23,404 and $ 19,843 as of November 1, 2025 and April 26, 2025, respectively.

These balances are included in “Right of use, investment in affiliates, and other assets” in our Condensed Consolidated Balance Sheets.

We periodically assess the Affiliate Notes for impairment and expected credit losses.

During the fourth quarter of fiscal 2025, we recorded a provision of $ 15,480 related to one note deemed uncollectible.

As of August 2, 2025, an additional provision of $ 795 was recorded for another note expected to be uncollectible.

During the fourth quarter of fiscal 2025, we recorded a provision of $ 15,480 related to a note deemed uncollectible.

During the three and six months ended November 1, 2025, an additional provision of $ 78 and $ 873 , respectively, was recorded for another note expected to be uncollectible.

These provisions are included in “Other expense, net.”

The combined balance of our Affiliate Notes and equity method investments totaled $ 3,427 and $ 3,123 as of August 2, 2025 and April 26, 2025, respectively.

The balance of our Affiliate Notes totaled $ 4,570 and $ 3,123 as of November 1, 2025 and April 26, 2025, respectively.

Earnings Per Share

We compute earnings per share (“EPS”) in accordance with the provisions of Accounting Standards Codification Topic 260, Earnings Per Share.

Basic EPS is calculated by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the reporting period.

Basic EPS is calculated by dividing net income attributable to holders of our common stock, par value $ 0.00001 per share (“Common Stock”), by the weighted average number of common shares outstanding during the reporting period.

Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, converted, or otherwise resulted in the issuance of common shares that participate in our earnings.

The following table presents a reconciliation of net income and the number of common shares used in the calculation of basic and diluted EPS for the three months ended August 2, 2025, and July 27, 2024:

Three Months Ended

2025 July 27,

The following table presents a reconciliation of net income and the number of shares of Common Stock used in the calculation of basic and diluted EPS for the three and six months ended November 1, 2025, and October 26, 2024:

Three Months Ended Six Months Ended

2025 October 26,

2024 November 1,

2025 October 26,

Earnings per share - basic

Net income (loss) $ 16,470 $ ( 4,946 )

Net income $ 17,481 $ 21,406 $ 33,951 $ 16,460

Weighted average shares outstanding 48,565 46,796 48,767 46,576

1 unchanged sentence

Earnings per share - diluted

Net income (loss) $ 16,470 $ ( 4,946 )

Net income $ 17,481 $ 21,406 $ 33,951 $ 16,460

Change in fair value of convertible note — ( 10,304 ) — —

Interest expense on convertible note, net of tax — 418 — —

Diluted net income $ 17,481 $ 11,520 $ 33,951 $ 16,460

1 unchanged sentence

Dilution associated with stock compensation plans 826 882 841 931

Dilution associated with convertible note — 4,037 — —

Weighted average common shares outstanding, assuming dilution 49,391 51,715 49,608 47,507

Diluted earnings per share $ 0.35 $ 0.22 $ 0.68 $ 0.35

During the three months ended August 2, 2025, 29 shares of potential common stock related to stock-based compensation plans were excluded from the computation of diluted EPS because their inclusion would have been anti-dilutive.

These excluded shares include options to purchase 24 shares of common stock with a weighted average exercise price of $ 11.87 .

For the three months ended July 27, 2024, options to purchase 161 shares of common stock with a weighted average exercise price of $ 12.52 were excluded from the computation of diluted EPS due to their anti-dilutive effect.

Additionally, 4,037 potential shares of common stock issuable upon conversion of a senior secured convertible promissory note dated as of May 11, 2023 issued by the Company to Alta Fox Opportunities Fund, LP (“Alta Fox Opportunities”) during fiscal 2024 (the “Convertible Note”) in exchange for the payment by Alta Fox Opportunities to the Company of $ 25,000 , which was convertible into shares of the Company’s common stock, were excluded from the diluted EPS calculation for the same period, as their inclusion would have been anti-dilutive.

During the three months ended November 1, 2025, 47 shares of potential Common Stock related to stock-based compensation plans were excluded from the computation of diluted EPS because their inclusion would have been anti-dilutive.

During the six months ended November 1, 2025, 47 shares of potential Common Stock related to stock-based compensation plans were excluded from the computation of diluted EPS because their inclusion would have been anti-dilutive.

These potential shares include options to purchase 24 shares of Common Stock with a weighted average exercise price of $ 11.87 .

For the three and six months ended October 26, 2024, options to purchase 51 and 114 shares of common stock, no par value, with a weighted average exercise price of $ 10.44 and $ 12.10 , respectively, were excluded from the computation of diluted EPS due to their anti-dilutive effect.

During the three months ended October 26, 2024, 4,037 potential shares of common stock, no par value, issuable upon conversion of a senior secured convertible promissory note in the original principal amount of $ 25,000 dated as of May 11, 2023, issued by the Company to Alta Fox Opportunities Fund, LP (the "Convertible Note") were included in the computation of diluted EPS.

For the six months ended October 26, 2024, 4,037 potential common shares issuable upon conversion of the Convertible Note were not included in the computation of diluted EPS, as their inclusion would have been anti-dilutive.

Revenue Recognition

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The following table presents our disaggregated revenue by segment:

Three Months Ended August 2, 2025

Three Months Ended November 1, 2025

Commercial Live Events High School

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$ 50,752 $ 81,481 $ 45,967 $ 21,274 $ 29,779 $ 229,253

Three Months Ended July 27, 2024

Six Months Ended November 1, 2025

Commercial Live Events High School

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$ 96,919 $ 161,281 $ 105,314 $ 37,849 $ 46,862 $ 448,225

Three Months Ended October 26, 2024

Commercial Live Events High School

Park and Recreation

Transportation International Total

Type of performance obligation

Unique configuration $ 9,506 $ 57,289 $ 8,284 $ 13,046 $ 4,392 $ 92,517

Limited configuration 27,838 11,640 36,246 6,924 11,455 94,103

Service and other 6,095 8,278 3,541 1,508 2,289 21,711

$ 43,439 $ 77,207 $ 48,071 $ 21,478 $ 18,136 $ 208,331

Timing of revenue recognition

Goods/services transferred at a point in time $ 30,728 $ 15,167 $ 36,523 $ 7,820 $ 12,919 $ 103,157

Goods/services transferred over time 12,711 62,040 11,548 13,658 5,217 105,174

$ 43,439 $ 77,207 $ 48,071 $ 21,478 $ 18,136 $ 208,331

Six Months Ended October 26, 2024

Commercial Live Events High School

Park and Recreation

Transportation International Total

Type of performance obligation

Unique configuration $ 11,768 $ 151,607 $ 18,918 $ 27,582 $ 7,006 $ 216,881

Limited configuration 54,138 19,934 71,394 13,533 19,527 178,526

Service and other 11,732 14,274 5,765 2,853 4,388 39,012

$ 77,638 $ 185,815 $ 96,077 $ 43,968 $ 30,921 $ 434,419

Timing of revenue recognition

Goods/services transferred at a point in time $ 60,241 $ 25,917 $ 71,902 $ 15,381 $ 22,060 $ 195,501

Goods/services transferred over time 17,397 159,898 24,175 28,587 8,861 238,918

$ 77,638 $ 185,815 $ 96,077 $ 43,968 $ 30,921 $ 434,419

Segment Reporting" for a disaggregation of revenue by geography.

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Contract liabilities - noncurrent 19,476 18,421 1,055 5.7

The changes in our contract assets and contract liabilities from April 26, 2025 to August 2, 2025 were primarily driven by the timing of billing schedules and revenue recognition.

The changes in our contract assets and contract liabilities from April 26, 2025 to November 1, 2025 were primarily driven by the timing of billing schedules and revenue recognition.

These fluctuations are influenced by the contractual payment terms and the seasonal nature of the sports markets.

No significant impairments of contract assets were identified during the three months ended August 2, 2025.

No significant impairments of contract assets were identified during the three months ended November 1, 2025.

For service-type warranty contracts, revenue is allocated to the related performance obligation and recognized over time, while associated costs are recognized as incurred.

Earned and unearned revenues related to these contracts are reported within the “Contract assets” and “Contract liabilities” line items in our Condensed Consolidated Balance Sheets.

The following table summarizes the changes in unearned service-type warranty contracts, net, for the three months ended August 2, 2025:

The following table summarizes the changes in unearned service-type warranty contracts, net, for the six months ended November 1, 2025:

Balance as of April 26, 2025 $ 35,129

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Foreign currency translation and other 303

Balance as of August 2, 2025 $ 37,025

Contracts in progress identified as loss contracts as of August 2, 2025 and April 26, 2025 were immaterial.

Balance as of November 1, 2025 $ 38,799

Contracts in progress identified as loss contracts as of November 1, 2025 and April 26, 2025 were immaterial.

Provisions for such losses are recorded in the “Accrued expenses” line item in our Condensed Consolidated Balance Sheets.

During the three months ended August 2, 2025, we recognized $ 44,800 of revenue that was previously recorded as contract liabilities as of April 26, 2025.

During the six months ended November 1, 2025, we recognized $ 55,466 of revenue that was previously recorded as contract liabilities as of April 26, 2025.

Remaining performance obligations

As of August 2, 2025, the aggregate amount of the transaction price allocated to the remaining performance obligations was $ 426,675 .

As of November 1, 2025, the aggregate amount of the transaction price allocated to the remaining performance obligations was $ 387,750 .

This consists of $ 320,618 related to product agreements and $ 67,132 related to service agreements.

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Known changes—including project cancellations, scope revisions, foreign currency exchange fluctuations, and deferrals—are reflected or excluded from the reported balance, as appropriate.

Revenue recognized during the three months ended August 2, 2025 and July 27, 2024 related to performance obligations satisfied in prior periods was immaterial.

Revenue recognized during the six months ended November 1, 2025 and October 26, 2024 related to performance obligations satisfied in prior periods was immaterial.

Segment Reporting

The following table presents selected financial information for each of our five reportable segments for the periods indicated:

Three Months Ended

2025 July 27,

Three Months Ended Six Months Ended

2025 October 26,

2024 November 1,

2025 October 26,

Commercial $ 50,752 $ 43,439 $ 96,919 $ 77,638

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The following table provides a summary of net sales and property and equipment, net of accumulated depreciation, for the United States and all other geographic areas:

Three Months Ended

2025 July 27,

Three Months Ended Six Months Ended

2025 October 26,

2024 November 1,

2025 October 26,

United States $ 193,906 $ 184,438 $ 390,494 $ 391,657

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Additionally, we rely on certain single-source suppliers, which may constrain availability or result in delays in obtaining critical materials and components required for manufacturing.

The following table summarizes changes in the carrying amount of goodwill for each reportable segment with a goodwill balance for the three months ended August 2, 2025:

The following table summarizes changes in the carrying amount of goodwill for each reportable segment with a goodwill balance for the six months ended November 1, 2025:

Commercial Transportation Total

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Foreign currency translation ( 16 ) ( 4 ) ( 20 )

Balance as of August 2, 2025 $ 3,163 $ 30 $ 3,193

Goodwill is evaluated for impairment annually, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable.

Balance as of November 1, 2025 $ 3,143 $ 25 $ 3,168

We perform an analysis of goodwill on an annual basis, and it is tested for impairment more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable.

Our annual impairment assessment is performed during the third quarter of each fiscal year, based on the goodwill balance as of the first business day of that quarter.

We completed our most recent annual goodwill impairment test as of October 27, 2024, and concluded that no impairment existed.

As of August 2, 2025 and April 26, 2025, the total accumulated goodwill impairments were $ 4,576 .

As of November 1, 2025, our most recent annual goodwill impairment test concluded that no impairment existed.

As of November 1, 2025 and April 26, 2025, the total accumulated goodwill impairments were $ 4,576 .

Financing Agreements

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On May 11, 2023, the Company entered into a $ 75,000 senior credit facility (the “Credit Facility”) pursuant to a Credit Agreement dated as of May 11, 2023 (as amended, restated, modified, or supplemented from time to time, the “Credit Agreement”), between and among the Company, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), the Lenders (as defined in the Credit Agreement), and the other Loan Parties (as defined in the Credit Agreement).

The Credit Facility made pursuant to the Credit Agreement is comprised of:

• a $ 60,000 asset-based revolving credit facility (the “ABL”), maturing on May 11, 2026, secured by a first-priority lien on the Company’s assets pursuant to a Pledge and Security Agreement dated May 11, 2023, between and among the Company, Daktronics Installation, Inc., and the Administrative Agent (the “Pledge and Security Agreement”);

The Credit Facility and the Credit Agreement were in effect throughout the periods covered by this Quarterly Report on Form 10-Q, including the quarter ended November 1, 2025, and were superseded and replaced by the New Credit Facility and the New Credit Agreement (as each such term is defined herein).

The Credit Facility made pursuant to the Credit Agreement was comprised of:

(“Daktronics Installation”), and the Administrative Agent (the “Pledge and Security Agreement”);

• a $ 15,000 delayed draw term loan (the “Delayed Draw Loan”), also secured by the first-priority lien on the Company’s assets pursuant to the Pledge and Security Agreement and a first-priority mortgage on the Company’s real estate located in Brookings, South Dakota.

Under the ABL, borrowing capacity is subject to certain conditions and may fluctuate based on various factors.

As of August 2, 2025, the Company’s borrowing capacity under the ABL was $ 41,539 , with no borrowings outstanding and $ 2,547 utilized for outstanding letters of credit.

No borrowings were made under the ABL during the period ended August 2, 2025.

The interest rate on the ABL is determined on a sliding scale based on the Company’s trailing 12-month fixed charge coverage ratio and ranges from 2.5 to 3.5 percent over the Secured Overnight Financing Rate (“SOFR”).

Under the ABL, borrowing capacity was subject to certain conditions and may fluctuate based on various factors.

As of November 1, 2025, the Company’s borrowing capacity under the ABL was $ 41,745 , with no borrowings outstanding and $ 3,210 utilized for outstanding letters of credit.

No borrowings were made under the ABL during the period ended November 1, 2025.

The interest rate on the ABL was determined on a sliding scale based on the Company’s trailing 12-month fixed charge coverage ratio and ranges from 2.5 to 3.5 percent over the Secured Overnight Financing Rate (“SOFR”).

The $ 15,000 Delayed Draw Loan was funded on July 7, 2023.

It amortizes over a 10-year period with monthly principal payments of $ 125 and matures on May 11, 2026.

The interest rate on the Delayed Draw Loan is also determined on a sliding scale based on the trailing 12-month fixed charge coverage ratio and ranges from 1.0 and 2.0 percent over the Commercial Bank Floating Rate (“CBFR”).

As of August 2, 2025, the interest rate applicable to the Delayed Draw Loan was 8.5 percent.

On June 10, 2025, we entered into a Consent and Amendment No.

4 to the Credit Agreement, effective as of June 6, 2025 (the “ Fourth Amendment”), which, among other changes, amends the Credit Agreement to permit the Company to secure the Letters of Credit (as defined in the Credit Agreement) with terms that expire after the Credit Agreement’s scheduled maturity date of May 11, 2026 under certain conditions (the “Specified Letters of Credit”).

Pursuant to the Fourth Amendment, no later than 91 days before the Maturity Date (as defined below), the Company must deposit an amount of cash equal to 105 % of the LC Exposure (as defined in the Credit Agreement) into one or more accounts (collectively, the “Specified LC Collateral Account”) controlled exclusively by the Administrative Agent.

The Company will grant a security interest in the Specified LC Collateral Account to the Administrative Agent.

The funds in the Specified LC Collateral Account will be used to cover any unreimbursed amounts owed to the issuing Lender, subject to certain exceptions.

The funds in the Specified LC Collateral Account will be returned to the Company and the other Borrowers (as defined in the Credit Agreement) if the scheduled Maturity Date is further extended.

The Fourth Amendment also requires the Borrowers to fully pay any and all outstanding amounts owed under the Delayed Draw Loan on or before the earlier of:

It was amortized over a 10-year period with monthly principal payments of $ 125 and scheduled to mature on May 11, 2026.

The interest rate on the Delayed Draw Loan was determined on a sliding scale based on the trailing 12-month fixed charge coverage ratio and ranged from 1.0 and 2.0 percent over the Commercial Bank Floating Rate (“CBFR”).

As of November 1, 2025, the interest rate applicable to the Delayed Draw Loan was 8.5 percent.

The Credit Agreement also permitted the Company to secure Letters of Credit (as defined in the Credit Agreement) with terms that expire after the Credit Agreement’s scheduled maturity date of May 11, 2026 under certain conditions (the “Specified Letters of Credit”).

Pursuant to the Credit Agreement, no later than 91 days before the Maturity Date (as defined below), the Company was required to deposit an amount of cash equal to 105 % of the LC Exposure (as defined in the Credit Agreement) into one or more accounts (collectively, the “Specified LC Collateral Account”) controlled exclusively by the Administrative Agent.

The Company was required to grant a security interest in the Specified LC Collateral Account to the Administrative Agent, and the funds in the Specified LC Collateral Account were to be used to cover any unreimbursed amounts owed to the issuing Lender, subject to certain exceptions.

The Credit Agreement required the funds in the Specified LC Collateral Account to be returned to the Company and the other Borrowers (as defined in the Credit Agreement) in the event that the scheduled Maturity Date was further extended.

The Credit Agreement also required the Borrowers to fully pay any and all outstanding amounts owed under the Delayed Draw Loan on or before the earlier of:

(i) May 11, 2026;

and (ii) any earlier date on which the Commitments (as defined in the Credit Agreement) are reduced to zero or otherwise terminated pursuant to the terms of the Credit Agreement (the “Termination Date”).

The Fourth Amendment also provides that the Borrowers’ repayment obligations under the Credit Agreement will mature on the earliest of:

The Borrowers’ repayment obligations under the Credit Agreement were scheduled to mature on the

(A) November 30, 2026;

(B) unless otherwise agreed in writing by the

Administrative Agent (with the consent of all Lenders), the date that is six (6) months prior to the scheduled maturity date of the Term Loan Debt (as defined in the Credit Agreement);

(B) unless otherwise agreed in writing by the Administrative Agent (with the consent of all Lenders), the date that is six (6) months prior to the scheduled maturity date of the Term Loan Debt (as defined in the Credit Agreement);

and (C) the Termination Date (such earliest date, the “Maturity Date”).

The Credit Agreement contains covenants that, among other things, restrict our ability to repurchase shares of common stock, pay dividends, incur additional indebtedness, and make certain investments.

As a result, our ability to return capital to stockholders through share repurchases or dividends is limited while the Credit Facility is outstanding.

For more information on the Company’s ability to repurchase shares under the Credit Agreement, please refer to “Note 13.

Subsequent Events” of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and “Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds” and “Item 5.

Other Information” of Part II of this Quarterly Report on Form 10-Q.

The Credit Agreement contained covenants that, among other things, restricted our ability to repurchase shares of Common Stock, pay dividends, incur additional indebtedness, and make certain investments.

Those restrictions placed limits on our ability to return capital to stockholders through share repurchases or dividends, but did not have a material impact on our ability to make stock repurchases during the quarter ended November 1, 2025.

For more information on the Company’s ability to repurchase shares under the Credit Agreement, please refer to “Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds” of Part II of this Quarterly Report on Form 10-Q.

On November 26, 2025, we entered into a new $ 71,500 senior secured credit facility (the “New Credit Facility”) pursuant to a Credit Agreement (the “New Credit Agreement”), between and among the Company, the Administrative Agent, the Lenders (as defined in the New Credit Agreement), and the other Loan Parties (as defined in the New Credit Agreement).

See “Note 13.

Subsequent Events” of the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for a description of the debt obligations under the New Credit Agreement.

Convertible Note

As of August 2, 2025 and April 26, 2025, there was no outstanding balance under the Convertible Note.

As of November 1, 2025 and April 26, 2025, there was no outstanding balance under the Convertible Note.

During fiscal 2025, the Company fully settled the Convertible Note through a series of forced conversions in accordance with its terms.

These conversions resulted in the issuance of shares of the Company’s common stock to Alta Fox Opportunities and the extinguishment of the debt on the dates of settlement.

These conversions resulted in the issuance of shares of Common Stock to Alta Fox Opportunities and the extinguishment of the debt on the dates of settlement.

Accordingly, there is no remaining principal or accrued interest associated with the Convertible Note, and no further obligations under its terms.

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In the event of early principal payments or conversions, a proportional amount of unamortized debt issuance costs is expensed.

Amortization of debt issuance costs totaled $ 403 for each of t he three months ended August 2, 2025 and July 27, 2024 .

As of August 2, 2025 , the remaining unamortized debt issuance costs of $ 1,274 are being amortized over the remaining term of the Credit Facility.

Amortization of debt issuance costs totaled $ 807 for each of t he six months ended November 1, 2025 and October 26, 2024 .

As of November 1, 2025 , the remaining unamortized debt issuance costs of $ 870 were being amortized over the remaining term of the Credit Facility.

Future Maturities

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We do not expect the ultimate resolution of these matters to have a material impact on our financial position, liquidity, or capital resources.

The following table summarizes changes in our warranty obligations for the three months ended August 2, 2025.

The following table summarizes changes in our warranty obligations for the six months ended November 1, 2025.

Balance as of April 26, 2025 $ 35,830

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Changes in accrued warranty obligations for pre-existing warranties during the period, including expirations ( 2,380 )

Balance as of August 2, 2025 $ 36,263

Balance as of November 1, 2025 $ 37,055

Performance guarantees:

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These instruments serve as guarantees of our future performance, including the operation and installation of equipment and the completion of contractual deliverables.

As of August 2, 2025, we had $ 57,846 of bonded work outstanding and $ 2,547 in letters of credit outstanding.

As of November 1, 2025, we had $ 64,091 of bonded work outstanding and $ 3,210 in letters of credit outstanding.

These performance guarantees generally have terms of one year , although specific durations may vary by contract.

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We seek to negotiate reasonable limitations and caps on such indemnification obligations.

As of August 2, 2025, we were not aware of any material indemnification claims.

As of November 1, 2025, we were not aware of any material indemnification claims.

The provision for income taxes during interim reporting periods is calculated by applying an estimate of the annual effective tax rate to “ordinary” income or loss for the reporting period, adjusted for discrete items.

Due to various factors, including our estimate of annual income, our effective tax rate is subject to fluctuation.

Our effective tax rates for the three months ended August 2, 2025 was 25.9 percent.

The tax rate was primarily driven by permanent tax adjustments and valuation allowances in proportion to estimated pre-tax earnings for fiscal 2026.

The effective tax rate for the three months ended July 27, 2024 was skewed due to the impact of the fair value in the Convertible Note in proportion to the period's small pre-tax income.

We operate both domestically and internationally and, as of August 2, 2025, the undistributed earnings of our foreign subsidiaries were considered to be reinvested indefinitely.

Additionally, as of August 2, 2025, we had $ 557 of unrecognized tax benefits which would reduce our effective tax rate if recognized.

Our effective tax rates for the three and six months ended November 1, 2025 were 20.0 percent and 23.0 percent, respectively.

The tax rates were primarily driven by permanent tax adjustments and the reversal of a valuation allowance in proportion to the increase in pre-tax income during the period.

The effective tax rate for the three and six months ended October 26, 2024 of 15.0 percent and 35.2 percent, respectively, were driven by the impacts of the Convertible Note fair value adjustments.

We operate both domestically and internationally and, as of November 1, 2025, the undistributed earnings of our foreign subsidiaries were considered to be reinvested indefinitely.

Additionally, as of November 1, 2025, we had $ 558 of unrecognized tax benefits which would reduce our effective tax rate if recognized.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

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ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws affecting current taxes to be reflected in the estimated annual effective tax rate going forward, and adjustments to existing deferred taxes to be recognized on deferred tax balances to be recognized in the period in which the legislation is enacted.

We note that as of August 2, 2025 there were no material impacts to the financial statements.

We note that as of November 1, 2025, there were no material impacts to the Company’s financial statements.

We will continue to evaluate the future tax and other provisions of the OBBBA and the potential effects on our financial position, results of operations, and cash flows.

Fair Value Measurement

The following table presents our financial assets and liabilities measured at fair value on a recurring basis as of August 2, 2025 and April 26, 2025, classified by level within the fair value hierarchy based on the valuation techniques utilized to determine fair value.

The following table presents our financial assets and liabilities measured at fair value on a recurring basis as of November 1, 2025 and April 26, 2025, classified by level within the fair value hierarchy based on the valuation techniques utilized to determine fair value.

There were no transfers between levels of the fair value hierarchy during the periods presented.

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Level 1 Level 2 Level 3 Total

Balance as of August 2, 2025

Balance as of November 1, 2025

Cash and cash equivalents $ 149,604 $ — $ — $ 149,604

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Share Repurchase Program

On June 17, 2016, our Board of Directors (the “Board” or “Board of Directors”) authorized a share repurchase program (the “Repurchase Program”) under which the Company may repurchase up to $ 40,000 of its outstanding common stock.

On March 4, 2025, the Board approved a $ 10,000 increase in the limit under the Repurchase Program from $ 40,000 to $ 50,000 .

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The Repurchase Program does not obligate the Company to repurchase any specific number of shares, may be suspended or terminated at any time at the discretion of the Board and has no fixed expiration date.

During the three months ended August 2, 2025, the Company repurchased 648 shares of common stock at a total cost of $ 10,652 .

As of August 2, 2025, $ 9,229 of the $ 60,000 authorized amount remained available for repurchase under the Repurchase Program.

During the six months ended November 1, 2025, the Company repurchased 746 shares of Common Stock at a total cost of $ 12,215 .

As of November 1, 2025, $ 7,665 of the $ 60,000 authorized amount remained available for repurchase under the Repurchase Program.

For information on restrictions on the Company’s ability to repurchase shares under the Credit Agreement, please refer to “Note 7.

Financing Agreement” and “Note 13.

Subsequent Events” of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and “Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds” and “Item 5.

Other Information” of Part II of this Quarterly Report on Form 10-Q.

Financing Agreement” of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and “Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds” of Part II of this Quarterly Report on Form 10-Q.

For additional information, see “Note 13.

Subsequent Events” of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Related Party Transactions

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The Policy generally defines a "Related Person" as:

a director, director nominee, executive officer, or executive officer of the Company at any time during the last fiscal year;

a director, director nominee, or executive officer of the Company at any time during the last fiscal year;

a beneficial owner of more than five percent of any class of our voting securities;

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Our Chief Financial Officer is responsible for overseeing the monitoring and identification of Related Person Transactions and the appropriate reporting of any potential Related Person Transactions to the Audit Committee.

The Audit Committee reviews and, if appropriate, approves Related Person Transactions, including certain

transactions which are deemed to be pre-approved under the Policy.

Committee reviews and, if appropriate, approves Related Person Transactions, including certain transactions which are deemed to be pre-approved under the Policy.

On an annual basis, the Audit Committee reviews any previously approved Related Person Transactions that are ongoing.

Related Party Transactions with Alta Fox Opportunities:

Transactions with Alta Fox Opportunities:

As reported in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the section entitled “Liquidity and Capital Resources” of the Form 10-K, effective May 11, 2023, the Company entered into a Securities Purchase Agreement with Alta Fox Opportunities under which the Company sold and issued to Alta Fox Opportunities the Convertible Note in exchange for the payment by Alta Fox Opportunities to the Company of $ 25,000 (the "Securities Purchase Agreement").

As of May 11, 2023, and based on Amendment No.

2 to the Schedule 13D filed by Alta Fox Opportunities on May 15, 2023 with the SEC, Alta Fox Capital Management, LLC, Alta Fox Opportunities, Alta Fox GenPar, LP, Alta Fox Equity, LLC, and P.

Connor Haley (collectively with their affiliates and associates, “Alta Fox”) beneficially owned 4,768 shares of common stock of the Company, representing 9.99 percent of the Company’s common stock, causing Alta Fox to be a “Related Person” of the Company under the Policy and the applicable provisions of the Securities Act of 1933, as amended (the "Securities Act"), and the rules promulgated thereunder.

The Securities Purchase Agreement, the Convertible Note, the Pledge and Security Agreement dated as of May 11, 2023 by and between the Company and Alta Fox Opportunities and the Registration Rights Agreement by and between the Company and Alta Fox Opportunities dated as of May 11, 2023 were approved in advance of their execution by the Strategy and Financing Review Committee of the Board of Directors, the members of which were all members of the Audit Committee.

As described in Amendment No.

3 (“Amendment No.

3”) to the Schedule 13D filed by Alta Fox on May 30, 2025 with the SEC, and based on other publicly available information provided by Alta Fox in its reports filed with the SEC, the following persons may be deemed to be beneficial owners of the shares of the Company’s common stock that were beneficially owned by Alta Fox:

Alta Fox GenPar, LP, as the general partner of Alta Fox Opportunities Fund, LP;

As of November 1, 2025, no principal or interest remained outstanding under the Convertible Note.

For additional information on the Convertible Note, see “Note 7.

Financing Agreements” of the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Alta Fox Opportunities reported in Amendment No.

2 to the Schedule 13D filed with the SEC on May 15, 2023 (“Amendment No.

2”) that, as of May 11, 2023, Alta Fox Opportunities, together with the following affiliates and associates, beneficially owned 4,768 shares of Common Stock, representing 9.99 percent of Common Stock outstanding:

Alta Fox GenPar, LP, as the general partner of Alta Fox Opportunities;

Alta Fox Equity, LLC, as the general partner of Alta Fox GenPar, LP;

Alta Fox Capital Management, LLC, as the investment manager of Alta Fox Opportunities Fund, LP;

Connor Haley, as the sole owner, member and manager of each of Alta Fox Capital Management, LLC and Alta Fox Equity LLC.

In Amendment No.

3, Alta Fox reported that it beneficially owned 4,974 shares of the Company's common stock on May 29, 2025, representing 9.90 percent of the outstanding shares of the Company’s common stock, meaning Alta Fox was then no longer a Related Person of the Company under the Policy and the applicable provisions of the Securities Act and the rules promulgated thereunder.

Alta Fox Capital Management, LLC, as the investment manager of Alta Fox Opportunities;

Connor Haley, as the sole owner, member, and manager of each of Alta Fox Capital Management, LLC and Alta Fox Equity LLC (collectively with Alta Fox Opportunities, “Alta Fox”).

Accordingly, based on Amendment No.

2 and other publicly available information provided by Alta Fox Opportunities in its reports filed with the SEC as of May 11, 2023, Alta Fox was a “Related Person” of the Company under the Policy and the applicable provisions of the Securities Act of 1933, as amended (the "Securities Act"), and the rules promulgated thereunder.

According to Amendment No.

4 to the Schedule 13D filed by Alta Fox on October 24, 2025 with the SEC, Alta Fox reported that it beneficially owned 4,431 shares of Common Stock on October 24, 2025, representing 9.10 percent of the outstanding shares of Common Stock.

Transactions with Reece A.

Effective April 10, 2025, our former President and CEO and current Board member, Reece A.

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Kurtenbach to ensure appropriate governance and disclosure in accordance with applicable accounting standards and SEC rules.

Transactions with Milwaukee Bucks Inc.:

In fiscal 2025, the Company entered into a change order to an existing agreement with Milwaukee Bucks Inc.

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Subsequent Events

Approval of 2025 Stock Incentive Plan

On July 28, 2025, the Board approved the Daktronics, Inc.

2025 Stock Incentive Plan (the “Plan”).

The Plan, which will supersede and replace the Daktronics, Inc.

2020 Stock Incentive Plan (the “Prior Plan”), was approved by the Company’s stockholders on September 3, 2025 (the “Effective Date”).

As provided in the Plan, the total number of shares of the Company’s common stock, $ 0.00001 par value (the “Common Stock”), that may be issued under the Plan is 3,562 shares,

which is comprised of:

(i) 2,300 shares of Common Stock;

and (ii) 1,262 shares that remained unallocated and available for issuance under the Prior Plan as of the Effective Date.

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.

For more information on the Fifth Amendment, please refer to “Item 5.

Other Information” of Part II of this Quarterly Report on Form 10-Q.

New Credit Facility

On November 26, 2025, the Company entered into the New Credit Facility with the Administrative Agent, the Lenders (as defined in the New Credit Agreement), and the other Loan Parties (as defined in the New Credit Agreement) pursuant to the New Credit Agreement.

The New Credit Facility created pursuant to the New Credit Agreement is comprised of:

• a $ 60,000 revolving credit facility (the “Revolver”), maturing on November 26, 2028 (the “Maturity Date”);

• an $ 11,500 term loan (the "New Term Loan"), amortizing in equal quarterly installments of $ 288 , with the remaining principal due on the Maturity Date.

Under the New Credit Agreement, both the Revolver and the New Term Loan are guaranteed by the Loan Parties and secured by perfected, first priority liens on personal property of the Company and the other Loan Parties pursuant to the Pledge and Security Agreement executed between and among the Company, Daktronics Installation (collectively with the Company and any additional entities that may become parties thereto, the "Grantors"), and the Administrative Agent for the benefit of the secured parties thereto under the New Credit Agreement (the "New Security Agreement") and other Collateral Documents (as defined in the New Credit Agreement).

The New Security Agreement, which replaced the prior Pledge and Security Agreement, establishes a security interest in substantially all of the personal property and assets of the Grantors and secures the prompt and complete payment and performance of the Grantors' obligations under the New Credit Agreement and related loan documents.

In connection with the execution of the New Security Agreement, the Grantors also executed other Collateral Documents customary for transactions of this type, including intellectual property security agreements in order to facilitate recordation and perfection of the underlying intellectual property assets.

Each borrowing under the New Credit Facility will accrue interest at one of the following rates to be selected by the Company, in its discretion:

(i) the Adjusted Term SOFR Rate (as defined in the New Credit Agreement) plus a 0.10 % margin;

(ii) the Adjusted Daily Simple SOFR (as defined in the New Credit Agreement) plus a 0.10 % margin;

or (iii) the CB Floating Rate (as defined in the New Credit Agreement) with a 0.00 % margin.

Amounts repaid under the New Term Loan may not be reborrowed.

Undrawn commitments under the Revolver accrue a commitment fee of 0.20 % per year.

Letters of Credit (as defined in the New Credit Agreement) issued under the Revolver accrue customary fees and generally must expire no later than five business days prior to the Maturity Date.

The financial covenants under the New Credit Agreement include a maximum quarterly Total Leverage Ratio (as defined in the New Credit Agreement) of 3.00 to 1.00 and a minimum Fixed Charge Coverage Ratio (as defined in the New Credit Agreement) of 1.25 to 1.00.

There is a limited ability to exclude certain unfinanced capital expenditures from these calculations when specified liquidity thresholds are met.

These covenants apply to borrowings under both the Revolver and the New Term Loan.

Proceeds may be used for refinancing existing debt and for working capital and other general corporate purposes.

The New Credit Agreement includes customary representations, covenants, and events of default, including limitations on incurring additional debt, liens, investments, asset sales, restricted payments, and affiliate transactions.

In connection with entering into the New Credit Agreement and the New Security Agreement, the Credit Agreement, the Pledge and Security Agreement, and other documents related to the Credit Facility were terminated, all outstanding payment obligations under the Credit Agreement were repaid in full, and all associated liens, including the mortgage recorded against the Company's Brookings, South Dakota real property, and other obligations of the Company under the Credit Facility were released, except for the following obligations, each of which will survive the termination of the Credit Agreement and related loan documents:

(i) obligations specified in the Credit Agreement or related loan documents as surviving such agreement’s termination, such as indemnification and confidentiality;

(ii) any Existing Letter of Credit (as defined in the New Credit Agreement), each of which constitutes a Letter of Credit (as defined in the New Credit Agreement);

(iii) any filings made by the Administrative Agent with the United States Patent and Trademark Office with respect to security interests in intellectual property of the Loan Parties;

or (iv) any UCC-1 Financing Statements previously filed by the Administrative Agent, as secured party, and any Loan Party as the debtor, regardless of whether any such UCC-1 Financing Statement was filed in connection with the Credit Agreement or any related loan documents.

There were no material early termination penalties incurred by the Company as a result of the termination of the Credit Agreement.

Appointment of new CEO

On December 2, 2025, the Board approved the Company’s entry into a letter agreement with Ramesh Jayaraman (the “Letter Agreement”) and approved Mr.

Jayaraman’s appointment as President and Chief Executive Officer of the Company, effective February 1, 2026 (the “Effective Date”), subject to Mr.

Jayaraman’s continued employment through such date.

Pursuant to the Letter Agreement, Mr.

Jayaraman commenced full‑time employment with the Company on December 10, 2025 (the “Start Date”).

In connection with the appointment, the Board also designated Mr.

Jayaraman as an “executive officer” as defined in Rule 3b‑7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as an “officer” for purposes of Section 16 of the Exchange Act, effective as of the Start Date.

As set forth in the Letter Agreement, Mr.

Jayaraman is expected to be appointed to the Board no later than the Effective Date, following and subject to completion of the Company’s customary onboarding procedures for Board members.

For further information about the Letter Agreement and Mr.

Jayaraman’s appointment as President and CEO of the Company, please refer to the Current Report on Form 8-K filed by the Company with the SEC on December 3, 2025.

Share Repurchases

On December 9, 2025, our Board of Directors approved the repurchase of an additional $ 20,000 of the Company’s outstanding shares of common stock under the stock repurchase program for a maximum authorized value of $ 80,000 .

For additional information, see “Note 11.

Share Repurchase Program” of the Notes to our Consolidated Financial Statements included in this Form 10-Q.

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 1. Financial Statements