What changed in this filing

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Item 1. Financial Statements

2026-03-04 compared with 2025-12-10 · 238 added, 207 removed, 473 unchanged (48% of the section changed)

46 unchanged sentences

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

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

53,565 and 53,030 shares issued as of January 31, 2026 and April 26, 2025, respectively

Additional paid-in capital 195,552 189,940

Retained earnings 164,871 127,910

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

Treasury stock, at cost, 5,272 and 3,979 shares as of January 31, 2026 and April 26, 2025, respectively

( 62,536 ) ( 39,759 )

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(in thousands, except per share data)

Three Months Ended Six Months Ended

2025 October 26,

2024 November 1,

2025 October 26,

Three Months Ended Nine Months Ended

2026 January 25,

2025 January 31,

2026 January 25,

Net sales $ 181,871 $ 149,507 $ 630,096 $ 583,926

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41,707 40,409 123,769 117,484

Operating income 21,563 15,770 44,835 38,486

Operating income (loss)

1,922 ( 3,628 ) 46,757 34,858

Nonoperating income (expense):

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Change in fair value of convertible note — ( 14,083 ) — ( 25,369 )

Other expense, net ( 259 ) ( 1,164 ) ( 2,201 ) ( 1,999 )

Income before income taxes 21,862 25,183 44,085 25,403

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

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

Other income (expense), net

518 ( 613 ) ( 1,683 ) ( 2,612 )

Income (loss) before income taxes

3,512 ( 17,816 ) 47,597 7,587

Income tax expense (benefit)

502 ( 660 ) 10,636 8,283

Net income (loss)

$ 3,010 $ ( 17,156 ) $ 36,961 $ ( 696 )

Weighted average shares outstanding:

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AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

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:

Three Months Ended Nine Months Ended

2026 January 25,

2025 January 31,

2026 January 25,

Net income (loss) $ 3,010 $ ( 17,156 ) $ 36,961 $ ( 696 )

Other comprehensive income (loss):

Cumulative translation adjustments 1,392 ( 1,320 ) 2,001 ( 878 )

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

Unrealized gain (loss) on available-for-sale securities, net of tax

— ( 9 ) 10 11

Total other comprehensive income (loss), net of tax 1,392 ( 1,329 ) 2,011 ( 867 )

Comprehensive income (loss) $ 4,402 $ ( 18,485 ) $ 38,972 $ ( 1,563 )

See notes to Condensed Consolidated Financial Statements.

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

Net income — — — 3,010 — — — 3,010

Cumulative translation adjustments — — — — — — 1,392 1,392

Share-based compensation — — 1,687 — — — — 1,687

Exercise of stock options 55 — 329 — — — — 329

Common stock issued upon vesting of Restricted Stock Units 42 — — — — — — —

Employee savings plan activity 68 — 734 — — — — 734

Treasury stock purchase — — — — ( 548 ) ( 10,561 ) — ( 10,561 )

Conversion of an equity award to a liability award — — ( 304 ) — — — — ( 304 )

Balance as of January 31, 2026 53,565 $ — $ 195,552 $ 164,871 ( 5,272 ) $ ( 62,536 ) $ ( 4,149 ) $ 293,738

See notes to Condensed Consolidated Financial Statements.

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

— — — ( 17,156 ) — — — ( 17,156 )

Cumulative translation adjustments — — — — — — ( 1,320 ) ( 1,320 )

Unrealized gain (loss) on available-for-sale securities, net of tax — — — — — — ( 9 ) ( 9 )

Share-based compensation — — 573 — — — — 573

Exercise of stock options 118 868 — — — — — 868

Employee savings plan activity 78 624 — — — — — 624

Treasury stock purchase — — — — ( 536 ) ( 9,016 ) — ( 9,016 )

Settlement of convertible note — — 36,797 — — — — 36,797

Balance as of January 25, 2025 49,006 $ 71,774 $ 89,875 $ 137,335 ( 2,443 ) $ ( 19,301 ) $ ( 7,392 ) $ 272,291

See notes to Condensed Consolidated Financial Statements.

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(in thousands)

Six Months Ended

2025 October 26,

Nine Months Ended

2026 January 25,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 33,951 $ 16,460

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

Net income (loss)

$ 36,961 $ ( 696 )

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

Depreciation and amortization 14,738 14,707

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Equity in loss of affiliates 1,767 2,594

Allowance for credit losses on affiliate loan 873 —

(Reversal of) allowance for credit losses on affiliate loan

Provision for (recoveries of) doubtful accounts, net 774 ( 481 )

7 unchanged sentences

Loans to equity investees ( 5,150 ) ( 3,326 )

Acquisition, net of cash acquired

Net cash used in investing activities ( 14,948 ) ( 17,782 )

6 unchanged sentences

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

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

Net cash used in financing activities

( 23,188 ) ( 6,594 )

EFFECT OF EXCHANGE RATE CHANGES ON CASH 731 28

10 unchanged sentences

Contributions of common stock under the employee stock purchase plan 1,382 1,192

Settlement of convertible note — 36,797

See notes to Condensed Consolidated Financial Statements.

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

The nine months ended January 31, 2026, and January 25, 2025, included 40 and 39 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.

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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.

The Company had no restricted cash or restricted cash equivalents as of January 31, 2026 or January 25, 2025.

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

As of January 31, 2026, our total cash and cash equivalents were $ 144,424 , of which $ 130,644 were denominated in U.S.

Included in the U.S.

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

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements (“ ASU 2025-11”).

The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period.

The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application.

ASU 2025-11 is effective for annual periods beginning after December 15, 2027, including interim periods within that annual period.

We are currently evaluating the impact of ASU 2025-11 on our accounting policies and disclosures.

Investments in Affiliates

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Our assessment of significant influence considers factors such as ownership percentage, board representation, participation in policy-making decisions, commercial arrangements, and material intercompany transactions.

We evaluated our investments in affiliates of X Display Company Technology Limited (“XDC”), which is developing micro-LED mass transfer technologies, and Miortech Holding B.V.

We evaluated our investment in an affiliate of Miortech Holding B.V.

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

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 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 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.

As of January 31, 2026, our ownership interest in Miortech was 55.9 percent.

Despite our majority ownership, we determined Miortech is a variable interest entity (“VIE”) and, based on management’s analysis, Daktronics is not the primary beneficiary as the power criterion was not met.

Accordingly, we do not consolidate this entity but account for our investment in such entity under the equity method.

As of January 31, 2026 and April 26, 2025, the carrying value of our equity method investment in Miortech was zero.

Our proportional share of the affiliate loss with respect to Miortech is recorded in “Other expense, net” in our Condensed Consolidated Statements of Operations.

For the three and nine months ended January 31, 2026, our share of such affiliate losses were $ 223 and $ 752 , respectively, compared to $ 212 and $ 693 , respectively, for the three and nine months ended January 25, 2025.

Additionally, we have provided funding to Miortech through a promissory note (the “Miortech Affiliate Note”).

During the nine months ended January 31, 2026, we advanced $ 930 to Miortech under the Miortech Affiliate Note, as compared to $ 1,340 during fiscal year 2025.

Accrued interest on the Miortech Affiliate Note was $ 177 and $ 149 as of January 31, 2026 and April 26, 2025, respectively.

The total face value of the outstanding Miortech Affiliate Note was $ 5,250 and $ 3,809 as of January 31, 2026 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 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 balance of our Affiliate Notes totaled $ 4,570 and $ 3,123 as of November 1, 2025 and April 26, 2025, respectively.

We periodically assessed the Miortech Affiliate Note for impairment and expected credit losses, and concluded that no impairment existed for the periods ended January 31, 2026 and April 26, 2025.

The balance of our Miortech Affiliate Note totaled $ 3,813 and $ 3,123 as of January 31, 2026 and April 26, 2025, respectively.

On December 22, 2025, the Company acquired a display business (the “Display Business”) consisting of intellectual property, equipment assets, technical expertise, contract rights, other personal property, and related assets (collectively, the “Display Business Assets”) from X Display Company Technology Limited (“XDC,” and such acquisition, the “XDC Acquisition”).

Historically, the Company held an equity interest in XDC which was accounted for under the equity method.

Refer to “Note 6.

Business Combinations” of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information on this acquisition.

As of April 26, 2025, the carrying value of our equity method investment in XDC was zero.

Our proportional share of the affiliate loss in XDC is recorded in “Other expense, net” in our Condensed Consolidated Statements of Operations.

For the three and nine months ended January 31, 2026, our share of affiliate losses recognized through December 22, 2025 with respect to XDC were $ 303 and $ 1,015 , respectively, compared to $ 550 and $ 1,901 , respectively, for the three and nine months ended January 25, 2025.

We had provided funding to XDC through promissory notes, some of which were convertible (collectively, the “XDC Affiliate Notes”).

During fiscal 2026, through December 22, 2025, we advanced $ 4,100 to XDC under the XDC Affiliate Notes, as compared to $ 3,225 during fiscal year 2025.

Accrued interest on the XDC Affiliate Notes was $ 499 and $ 689 as of December 22, 2025 and April 26, 2025, respectively.

The total face value of the outstanding XDC Affiliate Note was $ 16,034 as of April 26, 2025.

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

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

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

During fiscal 2026, through December 22, 2025, an additional provision of $ 1,012 was recorded for another XDC Affiliate Note expected to be uncollectible.

These provisions are included in “Other expense, net.” Prior to the XDC Acquisition, we forgave $ 16,492 of the XDC Affiliate Notes.

Additionally, we also engage in related party transactions with XDC, primarily for research and development services.

For the nine months ended January 31, 2026 and January 25, 2025, we recorded expenses of $ 325 and $ 593 , respectively, in “Product design and development.” Amounts recognized during the nine months ended January 31, 2026 relate to services provided prior to the XDC Acquisition on December 22, 2025.

Unpaid amounts related to these services were $ 49 and $ 109 as of January 31, 2026 and January 25, 2025, respectively, and are included in “Accounts payable.”

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 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.

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 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,

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 nine months ended January 31, 2026, and January 25, 2025:

Three Months Ended Nine Months Ended

2026 January 25,

2025 January 31,

2026 January 25,

Earnings per share - basic

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

Net income (loss)

$ 3,010 $ ( 17,156 ) $ 36,961 $ ( 696 )

Weighted average shares outstanding 48,489 47,764 48,696 46,944

1 unchanged sentence

Earnings per share - diluted

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 — —

Net income (loss) $ 3,010 $ ( 17,156 ) $ 36,961 $ ( 696 )

Diluted net income $ 3,010 $ ( 17,156 ) $ 36,961 $ ( 696 )

1 unchanged sentence

Dilution associated with stock compensation plans 768 — 832 —

Dilution associated with convertible note — 4,037 — —

Weighted average common shares outstanding, assuming dilution 49,257 47,764 49,528 46,944

Diluted earnings per share $ 0.06 $ ( 0.36 ) $ 0.75 $ ( 0.01 )

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.

During the three months ended January 31, 2026, 61 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.

For the three months ended January 25, 2025, 934 shares of potential common stock, no par value, related to stock-based compensation plans were excluded from the computation of diluted EPS because their inclusion would have been anti-dilutive.

The excluded shares include options to purchase 29 shares of common stock, no par value, with a weighted average exercise price of $ 11.87 .

During the nine months ended January 31, 2026, 51 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.

For the nine months ended January 25, 2025, 992 shares of potential common stock, no par value, related to stock-based compensation plans were excluded from the computation of diluted EPS because their inclusion would have been anti-dilutive.

The excluded shares include options to purchase 51 shares of common stock, no par value, with a weighted average exercise price of $ 10.43 .

During the three months ended January 25, 2025, 3,079 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 nine months ended January 25, 2025, 3,697 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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In accordance with ASC 606-10-50, Revenue from Contracts with Customers, we disaggregate revenue based on the nature of the performance obligations and the timing of revenue recognition.

This approach is intended to meet the disclosure objective of depicting how the nature, amount, timing, and uncertainty of revenue and cash flows are influenced by economic factors.

This approach is intended to meet the disclosure objective of depicting how the nature, amount, timing, and uncertainty of revenue and cash flows are influenced by

economic factors.

It also enables users of the financial statements to understand the relationship between revenue streams and each of our reportable segments.

The following table presents our disaggregated revenue by segment:

Three Months Ended November 1, 2025

Three Months Ended January 31, 2026

Commercial Live Events High School

10 unchanged sentences

$ 43,506 $ 74,911 $ 31,649 $ 15,273 $ 16,532 $ 181,871

Six Months Ended November 1, 2025

Nine Months Ended January 31, 2026

Commercial Live Events High School

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$ 140,425 $ 236,192 $ 136,963 $ 53,122 $ 63,394 $ 630,096

Three Months Ended October 26, 2024

Three Months Ended January 25, 2025

Commercial Live Events High School

10 unchanged sentences

$ 37,976 $ 46,072 $ 29,367 $ 18,789 $ 17,303 $ 149,507

Six Months Ended October 26, 2024

Nine Months Ended January 25, 2025

Commercial Live Events High School

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Contract liabilities - noncurrent 19,985 18,421 1,564 8.5

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.

The changes in our contract assets and contract liabilities from April 26, 2025 to January 31, 2026 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 November 1, 2025.

No significant impairments of contract assets were identified during the three months ended January 31, 2026.

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 six months ended November 1, 2025:

The following table summarizes the changes in unearned service-type warranty contracts, net, for the nine months ended January 31, 2026:

Balance as of April 26, 2025 $ 35,129

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Foreign currency translation and other ( 77 )

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.

Balance as of January 31, 2026 $ 38,032

Contracts in progress identified as loss contracts as of January 31, 2026 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 six months ended November 1, 2025, we recognized $ 55,466 of revenue that was previously recorded as contract liabilities as of April 26, 2025.

During the nine months ended January 31, 2026, we recognized $ 61,213 of revenue that was previously recorded as contract liabilities as of April 26, 2025.

Remaining performance obligations

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

As of January 31, 2026, the aggregate amount of the transaction price allocated to the remaining performance obligations was $ 412,511 .

This consists of $ 342,338 related to product agreements and $ 70,173 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 six months ended November 1, 2025 and October 26, 2024 related to performance obligations satisfied in prior periods was immaterial.

Revenue recognized during the nine months ended January 31, 2026 and January 25, 2025 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 Six Months Ended

2025 October 26,

2024 November 1,

2025 October 26,

Three Months Ended Nine Months Ended

2026 January 25,

2025 January 31,

2026 January 25,

Commercial $ 43,506 $ 37,976 $ 140,425 $ 115,614

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Change in fair value of convertible note — 14,083 — 25,369

Other expense, net 259 1,164 2,201 1,999

Income before income taxes $ 21,862 $ 25,183 $ 44,085 $ 25,403

Other (income) expense, net

( 518 ) 613 1,683 2,612

Income (loss) before income taxes

$ 3,512 $ ( 17,816 ) $ 47,597 $ 7,587

Depreciation and amortization:

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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 Six Months Ended

2025 October 26,

2024 November 1,

2025 October 26,

Three Months Ended Nine Months Ended

2026 January 25,

2025 January 31,

2026 January 25,

United States $ 161,356 $ 127,159 $ 551,850 $ 518,816

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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 six months ended November 1, 2025:

Commercial Transportation Total

Business Combinations

On December 22, 2025, the Company acquired the Display Business from XDC, which consisted of intellectual property, equipment assets, technical expertise, contract rights, other personal property, and related assets.

The Display Business Assets acquired by the Company pursuant to the XDC Acquisition comprise substantially all of the Display Business’s assets.

Certain employees of XDC were also hired by the Company in connection with the acquisition.

As consideration for the hiring of such employees and the acquisition of the Display Business Assets, the Company assumed specific liabilities of XDC and settled a portion of principal and accrued interest owed to the Company by XDC under certain promissory notes.

The total consideration for the XDC Acquisition was $ 4,141 .

We accounted for the XDC Acquisition as a business combination using the acquisition method of accounting and performed an allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date.

The acquisition is not significant to our condensed consolidated financial statements and as such we have not included disclosures of the allocation of the purchase price.

Additionally, we have not included any pro forma disclosures as the results of its operations are not significant to our consolidated financial results.

The results of XDC’s Display Business operations have been included in our condensed consolidated financial statements since the date of acquisition.

The following table summarizes changes in the carrying amount of goodwill for each reportable segment with a goodwill balance for the nine months ended January 31, 2026:

Live Events Commercial Transportation Total

Balance as of April 26, 2025 $ — $ 3,159 $ 29 $ 3,188

Foreign currency translation — 56 16 72

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

XDC Acquisition 153 148 149 450

Balance as of January 31, 2026 $ 153 $ 3,363 $ 194 $ 3,710

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.

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 .

As of January 31, 2026, our most recent annual goodwill impairment test concluded that no impairment existed.

As part of the XDC Acquisition, we recorded $ 450 of goodwill which is related to the value of the assembled workforce acquired and is not deductible for tax purposes.

As of January 31, 2026 and April 26, 2025, the total accumulated goodwill impairments were $ 4,576 .

Financing Agreements

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Credit Agreements

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 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:

• 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.

(“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 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 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 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);

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

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.

On November 26, 2025, the Company 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, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), the Lenders, and the other Loan Parties.

The following capitalized terms have specific meanings as defined in the New Credit Agreement:

Loan Parties;

Adjusted Term SOFR Rate;

Adjusted Daily Simple SOFR;

CB Floating Rate;

Total Leverage Ratio;

and Fixed Charge Coverage Ratio.

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.

The Revolver and the New Term Loan are guaranteed by the Loan Parties and are secured by perfected, first‑priority liens on substantially all personal property and assets of the Company and the other Loan Parties, including intellectual property, pursuant to a new pledge and security agreement and related collateral documents (collectively, the “New Security Agreement”).

The New Security Agreement replaced the prior pledge and security agreement entered into in connection with the Prior Credit Agreement (as defined herein).

Borrowings under the New Credit Facility bear interest, at one of the following rates to be selected by the Company, in its discretion:

(i) the Adjusted Term SOFR Rate plus a 0.10 % margin;

(ii) the Adjusted Daily Simple SOFR plus a 0.10 % margin;

or (iii) the CB Floating Rate 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 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 require the Company to maintain (i) a maximum quarterly Total Leverage Ratio of 3.00 to 1.00 and (ii) a minimum Fixed Charge Coverage Ratio 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.

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.

Proceeds from the New Credit Facility may be used to refinance existing indebtedness and for working capital and other general corporate purposes.

As of January 31, 2026, the Company was in compliance with all covenants under the New Credit Agreement and other agreements related to the New Credit Facility.

There were no advances under the New Term Loan portion of our line of credit, and the balance of letters of credit issued and outstanding under the Revolver was approximately $ 1,911 .

As of January 31, 2026, $ 58,089 of the New Credit Facility remains in place and available for borrowing.

In connection with entering into the New Credit Agreement, the Company terminated its prior senior credit facility dated May 11, 2023 (as amended, the “Prior Credit Agreement”), which consisted of an asset‑based revolving credit facility and a delayed draw term loan.

All outstanding obligations under the Prior Credit Agreement were repaid in full, and all related liens, including the mortgage on the Company’s Brookings, South Dakota real property, were released.

No material early termination penalties were incurred in connection with the termination of the Prior Credit Agreement.

Certain customary obligations, including indemnification and confidentiality provisions, survive the termination of the Prior Credit Agreement.

Convertible Note

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

As of January 31, 2026 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.

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Debt Issuance Costs

Debt issuance costs incurred and capitalized are amortized on a straight-line basis over the term of the related debt agreement.

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 $ 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.

Debt issuance costs incurred in connection with our financing agreements are capitalized and amortized on a straight‑line basis over the term of the related debt agreement.

In the event of early principal repayments or the termination of a debt agreement, any remaining unamortized debt issuance costs associated with such agreement are expensed.

In connection with the termination of the Prior Credit Agreement, the Company expensed $ 566 of unamortized debt issuance costs, which were recorded as interest expense.

Amortization of debt issuance costs totaled $ 1,516 and $ 1,211 for t he nine months ended January 31, 2026 and January 25, 2025, respectively .

The amortization for the nine months ended January 31, 2026 includes amortization related to both the Prior Credit Agreement prior to its termination and the New Credit Facility subsequent to its execution.

As of January 31, 2026 , the remaining unamortized debt issuance costs of $ 161 were being amortized over the remaining term of the New Credit Facility.

Future Maturities

The following table presents the aggregate contractual maturities of our long-term debt by fiscal year:

Fiscal years ending Amount

Fiscal years Amount

Remainder of 2026 $ 288

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Accordingly, no material accruals or disclosures of potential loss ranges have been made.

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 six months ended November 1, 2025.

Although the outcome of these matters is uncertain, we do not expect the ultimate resolution of these matters to have a material adverse impact on our business, financial position, results of operations, liquidity, or capital resources.

The following table summarizes changes in our warranty obligations for the nine months ended January 31, 2026.

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 ( 3,029 )

Balance as of November 1, 2025 $ 37,055

Balance as of January 31, 2026 $ 37,398

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

As of January 31, 2026, we had $ 65,964 of bonded work outstanding and $ 1,911 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 November 1, 2025, we were not aware of any material indemnification claims.

As of January 31, 2026, 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 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.

Our effective tax rates for the three and nine months ended January 31, 2026 were 14.3 percent and 22.3 percent, respectively.

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

The effective tax rates for the three and nine months ended January 25, 2025 of 3.7 percent and 109.2 percent, respectively, were driven by the impacts of the Convertible Note fair value adjustments.

We operate both domestically and internationally and, as of January 31, 2026, the undistributed earnings of our foreign subsidiaries were considered to be reinvested indefinitely.

Additionally, as of January 31, 2026, we had $ 470 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 November 1, 2025, there were no material impacts to the Company’s financial statements.

We note that as of January 31, 2026, 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 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.

The following table presents our financial assets and liabilities measured at fair value on a recurring basis as of January 31, 2026 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.

1 unchanged sentence

Level 1 Level 2 Level 3 Total

Balance as of November 1, 2025

Balance as of January 31, 2026

Cash and cash equivalents $ 144,424 $ — $ — $ 144,424

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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 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 .

On June 23, 2025, the Board approved an additional $ 10,000 increase from $ 50,000 to $ 60,000 .

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

On June 23, 2025, the Board approved an additional $ 10,000 increase in the limit under the Repurchase Program.

On December 9, 2025, the Board approved an additional $ 20,000 increase for a maximum authorized value of $ 80,000 as of January 31, 2026.

Repurchases under the Repurchase Program may be made from time to time in open market transactions or privately negotiated transactions, subject to business and market conditions, applicable legal requirements, and other relevant factors.

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

During the nine months ended January 31, 2026, the Company repurchased 1,293 shares of Common Stock at a total cost of $ 22,777 .

As of January 31, 2026, $ 17,104 of the $ 80,000 authorized amount remained available for repurchase under the Repurchase Program.

For information on restrictions on the Company’s ability to repurchase shares under the New Credit Agreement, please refer to “Note 8.

Financing Agreements” 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.

Stock-Based Compensation

During the three months ended January 31, 2026, the Company recognized additional stock‑based compensation expense related to the accelerated vesting of certain equity awards in connection with the separation of an executive officer.

The acceleration of vesting resulted in the recognition of approximately $ 620 of compensation expense during the period, which is included in “General and administrative” expense in our Condensed Consolidated Statements of Operations.

During the three months ended January 31, 2026, the Company reclassified certain performance‑based restricted stock units from equity‑classified awards to liability‑classified awards because the awards permit settlement in cash at the holder’s election.

As of January 31, 2026, $ 304 was reclassified from additional paid‑in capital to accrued compensation liabilities, and $ 180 was recognized as stock-based compensation expense to reflect the awards’ fair value at the reclassification date.

The liability is included in “Accrued expenses” in our Condensed Consolidated Statements of Operations.

Liability‑classified awards are remeasured at fair value each reporting period until settlement.

No other material modifications to the Company’s stock‑based compensation arrangements occurred during the period.

Related Party Transactions

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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.

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

The Audit 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.

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

All amounts due under the Convertible Note were settled in fiscal 2025, and the Company has no further obligations under the Convertible Note.

For additional information on the Convertible Note, see “Note 8.

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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.

5 to the Schedule 13D filed by Alta Fox on December 10, 2025 with the SEC, Alta Fox reported that it beneficially owned 3,733 shares of Common Stock on December 10, 2025, representing 7.70 percent of the outstanding shares of Common Stock.

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.

Transactions with Reece A.

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

Kurtenbach, was appointed as Interim Chief Executive Officer of XDC, an entity in which the Company holds a 16.4 percent ownership interest and accounts for under the equity method of accounting.

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

Kurtenbach, was appointed as Interim Chief Executive Officer of XDC, an entity in which the Company previously owned interest in and accounted for under the equity method of accounting.

Kurtenbach served as a member of the Board of Directors of Daktronics, Inc.

through January 31, 2026, at which time he resigned.

As previously disclosed in reports filed by the Company with the SEC, Reece A.

Kurtenbach also served as a director and executive officer during the fiscal year ended April 26, 2025 and is the brother of Matthew J.

Kurtenbach and Carla S.

Gatzke, both of whom are executive officers of the Company.

As a result of his appointment as Interim Chief Executive Officer of XDC and the foregoing relationships with the Company and its executive officers, Reece A.

Kurtenbach is considered a Related Person under the Policy and a related party under ASC 850 - Related Party Disclosures.

The Company continues to monitor the foregoing relationships with respect to Reece A.

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

Kurtenbach, an executive officer of the Company, and Carla S.

Gatzke, a former executive officer of the Company.

As a result of Reece A.

Kurtenbach’s appointment as Interim Chief Executive Officer of XDC and the foregoing relationships between Mr.

Kurtenbach and the Company and its executive officers, he was considered a Related Person under the Policy and a related party under ASC 850 - Related Party Disclosures prior to the closing of the XDC Acquisition on December 22, 2025.

Transactions with Milwaukee Bucks Inc.:

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Peter Feigin, a member of the Board, is the President of Milwaukee Bucks Inc.

Investments in Affiliates" for further details of related party transactions with our investments in the Affiliate Notes.

Subsequent Events

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.

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.

Investments in Affiliates" for further details of related party transactions with our investments in a ffiliates.

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