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Item 8. Financial Statements and Supplementary Data

2026-06-24 compared with 2025-06-25 · 494 added, 420 removed, 950 unchanged (49% of the section changed)

4 unchanged sentences

We have audited the accompanying consolidated balance sheets of Daktronics, Inc.

and subsidiaries (the "Company") as of April 26, 2025 and April 27, 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows, for each of the three years in the period ended April 26, 2025, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 26, 2025 and April 27, 2024, and the results of its operations and its cash flows for each of the three years in the period ended April 26, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of April 26, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 25, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

and subsidiaries (the “Company”) as of May 2, 2026 and April 26, 2025, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows, for each of the three years in the period ended May 2, 2026, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 2, 2026 and April 26, 2025, and the results of its operations and its cash flows for each of the three years in the period ended May 2, 2026, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of May 2, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 24, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition – Uniquely Configured Contracts — Refer to Notes 1 and 2 to the financial statements

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Revenue is recognized based on the transaction price and the percentage of cost incurred as of the balance sheet date in relation to the total estimated inputs at completion.

We identified revenue associated with uniquely configured contracts as a critical audit matter because of the significant judgments necessary for management to estimate total costs to be incurred to recognize revenue under these contracts.

We identified revenue associated with uniquely configured contracts as a critical audit matter because of the significant judgments necessary for

management to estimate total costs to be incurred to recognize revenue under these contracts.

Changes in estimated costs could have a significant impact on the timing and amount of revenue recognized.

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(in thousands, except per share data)

April 26, 2025 April 27, 2024

May 2, 2026 April 26, 2025

CURRENT ASSETS:

Cash and cash equivalents $ 131,639 $ 127,507

Restricted cash — 379

Accounts receivable, net 118,590 92,762

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(in thousands, except per share data)

April 26, 2025 April 27, 2024

May 2, 2026 April 26, 2025

LIABILITIES AND STOCKHOLDERS’ EQUITY

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

53,030 and 48,121 shares issued as of April 26, 2025 and April 27, 2024, respectively

53,650 and 53,030 shares issued as of May 2, 2026 and April 26, 2025, respectively

Additional paid-in capital 196,837 189,940

Retained earnings 173,286 127,910

Treasury stock, at cost, 3,979 and 1,907 shares as of April 26, 2025 and April 27, 2024, respectively

Treasury stock, at cost, 5,406 and 3,979 shares as of May 2, 2026 and April 26, 2025, respectively

( 65,324 ) ( 39,759 )

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(in thousands, except per share data)

April 26, 2025 April 27, 2024 April 29, 2023

May 2, 2026 April 26, 2025 April 27, 2024

Net sales $ 838,706 $ 756,477 $ 818,083

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Product design and development 43,458 38,860 35,742

Goodwill impairment — — 4,576

168,158 162,369 135,328

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Change in fair value of convertible note — ( 22,521 ) ( 16,550 )

Other expense and debt issuance costs write-off, net ( 17,795 ) ( 13,096 ) ( 7,211 )

(Loss) income before income taxes ( 5,851 ) 54,051 13,257

Other expense, net

( 6,144 ) ( 17,795 ) ( 13,096 )

Income (loss) before income taxes

58,334 ( 5,851 ) 54,051

Income tax expense 12,958 4,270 19,430

Net (loss) income $ ( 10,121 ) $ 34,621 $ 6,802

Net income (loss)

$ 45,376 $ ( 10,121 ) $ 34,621

Weighted average shares outstanding:

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Diluted 49,382 47,587 46,543

(Loss) Earnings per share:

Earnings (loss) per share:

Basic $ 0.93 $ ( 0.21 ) $ 0.75

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(in thousands)

April 26, 2025 April 27, 2024 April 29, 2023

Net (loss) income $ ( 10,121 ) $ 34,621 $ 6,802

May 2, 2026 April 26, 2025 April 27, 2024

Net income (loss) $ 45,376 $ ( 10,121 ) $ 34,621

Other comprehensive income (loss):

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Total other comprehensive income (loss), net of tax 2,108 365 ( 996 )

Comprehensive (loss) income $ ( 9,756 ) $ 33,625 $ 6,198

Comprehensive income (loss)

$ 47,484 $ ( 9,756 ) $ 33,625

See Notes to Consolidated Financial Statements.

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48,121 — 117,571 138,031 ( 1,907 ) ( 10,285 ) ( 6,525 ) 238,792

Net income — — — 34,621 — — — 34,621

Net loss — — — ( 10,121 ) — — — ( 10,121 )

Cumulative translation adjustments — — — — — — 363 363

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Share-based compensation — — 2,944 — — — — 2,944

Conversion of an equity award to a liability award — — ( 680 ) — — — — ( 680 )

Exercise of stock options 646 — 5,153 — — — — 5,153

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Employee savings plan activity 148 — 1,192 — — — — 1,192

Settlement of convertible note 4,009 — 64,366 — — — — 64,366

Treasury stock purchase — — — — ( 2,071 ) ( 29,474 ) — ( 29,474 )

Balance as of April 26, 2025:

53,030 — 189,940 127,910 ( 3,978 ) ( 39,759 ) ( 6,160 ) 271,931

Net loss — — — ( 10,121 ) — — — ( 10,121 )

Net income — — — 45,376 — — — 45,376

Cumulative translation adjustments — — — — — — 2,118 2,118

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Settlement of convertible note — — — — — — — —

Balance as of April 26, 2025:

Balance as of May 2, 2026:

53,650 $ — $ 196,837 $ 173,286 ( 5,406 ) $ ( 65,324 ) $ ( 4,052 ) $ 300,747

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(in thousands)

April 26, 2025 April 27, 2024 April 29, 2023

May 2, 2026 April 26, 2025 April 27, 2024

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income $ ( 10,121 ) $ 34,621 $ 6,802

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

Net income (loss) $ 45,376 $ ( 10,121 ) $ 34,621

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

Depreciation and amortization 19,339 19,547 19,291

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Allowance for credit losses on affiliate loan 3,205 15,480 —

(Recovery) provision for doubtful accounts, net ( 644 ) 373 1,009

Provision (recovery) for doubtful accounts, net 627 ( 644 ) 373

Deferred income taxes, net 9,938 ( 6,300 ) ( 9,069 )

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Proceeds from sales of property, equipment and other assets 615 277 174

Acquisition, net of cash acquired 44 — —

Proceeds from sales or maturities of marketable securities — — 550

Purchases of equity and loans to equity investees ( 4,565 ) ( 5,050 ) ( 4,315 )

Loans to equity investees ( 5,383 ) ( 4,565 ) ( 5,050 )

Net cash used in investing activities ( 19,641 ) ( 23,782 ) ( 21,306 )

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Debt issuance costs — — ( 7,205 )

Borrowings on long-term obligations — — 1,233

Principal payments on long-term obligations ( 104 ) ( 414 ) ( 410 )

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Nature of business :

The Company is engaged principally in the design, market, and manufacture of a wide range of integrated electronic display systems and related products which are sold in a variety of markets throughout the world and the rendering of related maintenance and professional services.

Daktronics, Inc.

and its subsidiaries (collectively, the “Company,” “Daktronics,” “we,” “our,” or “us”) is engaged principally in the design, marketing, and manufacture of a wide range of integrated electronic display systems and related products which are sold in a variety of markets throughout the world and the rendering of related maintenance and professional services.

Our products are designed primarily to inform and entertain people through the communication of content.

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When April 30 falls on a Wednesday, the fiscal year ends on the preceding Saturday.

Within each fiscal year, each quarter is comprised of a 13-week periods following the beginning of each fiscal year.

Within each fiscal year, each quarter is comprised of a 13-week period following the beginning of each fiscal year.

In each 53-week year, an additional week is added to the first quarter, and each of the last three quarters is comprised of a 13-week period.

The fiscal years ended April 26, 2025, April 27, 2024, and April 29, 2023 contained operating results for 52 weeks.

The fiscal year ended May 2, 2026 contained operating results for 53 weeks.

The fiscal years ended April 26, 2025 and April 27, 2024 contained operating results for 52 weeks.

Principles of consolidation :

The Consolidated Financial Statements include Daktronics, Inc.

The Consolidated Financial Statements included in this Annual Report on Form 10-K for the fiscal year ended May 2, 2026 (this “Form 10-K”) include financial information for Daktronics, Inc.

and its subsidiaries.

All intercompany accounts and transactions are eliminated in consolidation.

We have a variable interest in a business where we have elected to follow the proportionate consolidation method because certain criteria were met under Accounting Standards Codification (“ASC”) 810, Consolidations .

We have arrangements we concluded were a variable interest entity and accounted for them under the proportionate consolidation method.

These arrangements had an aggregate amount of contract assets, contract liabilities, and gross profit of $ 0 , $ 41 , and $ 89 , respectively, as of and for the year ended April 26, 2025.

We have arrangements involving entities we concluded were variable interest entities (“VIEs”) and accounted for under the proportionate consolidation method.

These arrangements had an aggregate amount of contract assets, contract liabilities, and gross profit of $ 211 , $ 39 , and $ 276 , respectively, as of and for the year ended May 2, 2026.

As of April 26, 2025, the aggregate amount of contract assets, contract liabilities, and gross profit was $ 0 , $ 41 , and $ 89 , respectively.

Investments in affiliates :

We consolidate entities in which we have a controlling financial interest by first considering if an entity meets the definition of a variable interest entity (“VIE”) for which we are deemed to be the primary beneficiary, or if we have the power to control an entity through a majority of voting interest or through other arrangements.

We consolidate entities in which we have a controlling financial interest by first considering if an entity meets the definition of a VIE for which we are deemed to be the primary beneficiary, or if we have the power to control an entity through a majority of voting interest or through other arrangements.

Variable Interest Entities:

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In assessing the Company’s interests in a VIE, we also consider interests held by its related parties, including de facto agents.

Additionally, we assess whether it is a member of a related party group that collectively meets the power and benefits criteria and, if so, whether we are most closely associated with the VIE.

Additionally, we assess whether it is a member of a related party group that collectively meets the “power and benefits” criteria stated above and, if so, whether we are most closely associated with the VIE.

In performing the related party analysis, we consider both qualitative and quantitative factors including, but not limited to:

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Any existing equity interest held by us in the entity prior to us obtaining control will be remeasured at fair value, which may result in a gain or loss recognized upon initial consolidation.

However, if the consolidation represents an asset acquisition of a voting interest entity, our existing interest in the acquired assets, if any, is not remeasured to fair value but continues to be carried at historical cost.

if the consolidation represents an asset acquisition of a voting interest entity, our existing interest in the acquired assets, if any, is not remeasured to fair value but continues to be carried at historical cost.

We may also deconsolidate a subsidiary as a result of this reassessment, which may result in a gain or loss recognized upon deconsolidation depending on the carrying values of the deconsolidated assets and liabilities compared to the fair value of any interests retained.

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Our judgment regarding the level of influence over each equity method investee includes considering key factors such as our ownership interest, representation on the board of directors, participation in policy-making decisions, other commercial arrangements, and material intercompany transactions.

We evaluated the nature of our investment in affiliates of Xdisplay TM (“XDC”), which is developing micro-LED mass transfer expertise and technologies, and Miortech (dba Etulipa) (“Mirotech”), which is developing low power outdoor electrowetting technology.

Our ownership in Miortech was 55.9 percent and in XDC was 16.4 percent as of April 26, 2025.

The aggregate amount of our investments accounted for under the equity method was $ 0 and $ 1,813 as of April 26, 2025 and April 27, 2024, respectively.

We determined both entities are variable interest entities, and, based on management’s analysis, we determined that Daktronics is not the primary beneficiary because the power criterion was not met.

Therefore, as Daktronics does not have control, but is able to exercise significant influence, the investments in Miortech and XDC are accounted for under the equity method.

Our proportional share of the respective affiliates’ earnings or losses is included in the “Other expense and debt issuance costs write-off, net” line item in our Consolidated Statements of Operations.

For the fiscal years 2025, 2024 and 2023, our share of the losses of our affiliates was $ 3,053 , $ 3,764 and $ 3,332 , respectively.

We review our investments in affiliates for impairment indicators.

For the fiscal years 2025, 2024 and 2023, we recorded impairment losses of $ 0 , $ 6,359 , and $ 4,473 , respectively, to reflect the investments at fair market value (level 3) when we concluded there was an other-than-temporary impairment in our investments in affiliates.

We purchased services for research and development activities from our equity method investees.

The total of these related party transactions for fiscal years 2025, 2024, and 2023 was $ 771 , $ 577 , and $ 672 , respectively, which is included in the “Product design and development” line item in our Consolidated Statements of Operations, and, as of April 26, 2025 and April 27, 2024, $ 75 and $ 146 , respectively, remains unpaid and is included in the “Accounts payable ” line item in our Consolidated Balance Sheets.

Investment in affiliate - Miortech

We evaluated the nature of our investment in an affiliate of Miortech (dba Etulipa) (“Miortech”), which is focused on developing low power outdoor electrowetting technology.

Our ownership in Miortech was 55.9 percent as of May 2, 2026.

The aggregate amount of our investments accounted for under the equity method was $ 0 and $ 0 as of May 2, 2026 and April 26, 2025, respectively.

We determined Miortech to be a VIE, and, based on management’s analysis, we determined that Daktronics is not the primary beneficiary because the power criterion was not met.

Therefore, as Daktronics does not have control, but is able to exercise significant influence, the investment in Miortech is accounted for under the equity method.

Our proportional share of the affiliate earnings or losses is included in the “Other expense, net” line item in our Consolidated Statements of Operations.

For the fiscal years 2026, 2025, and 2024, our share of the losses of our affiliate in Miortech was $ 993 , $ 891 and $ 1,758 , respectively.

We periodically review our investment in Miortech for impairment indicators.

We recorded no impairment losses for the fiscal years 2026 and 2025.

For the fiscal year 2024, we recorded impairment losses of $ 1,392 to reflect the investments at fair market value (level 3) when we concluded there was an other-than-temporary impairment in our investment in affiliate.

Investment in affiliate - XDC

On December 22, 2025, the Company acquired certain assets of 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 4.

Business Combination” of the Notes to the Consolidated Financial Statements included in this Form 10-K for further information on the XDC Acquisition.

Our proportional share of the affiliate earnings or losses is included in the “Other expense, net” line item in our Consolidated Statements of Operations.

For the fiscal years 2026, 2025, and 2024, our share of the losses of our affiliate in XDC was $ 1,015 , $ 2,162 and $ 2,006 , respectively.

Losses in fiscal 2026 were recognized through December 22, 2025.

Prior to the XDC Acquisition, we periodically reviewed our investment in XDC for impairment indicators.

We recorded no impairment losses for the fiscal years 2026 and 2025.

For the fiscal year 2024, we recorded impairment losses of $ 4,967 to reflect the investments at fair market value (level 3) when we concluded there was an other-than-temporary impairment in our investment in affiliate.

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

The total of these related party transactions for fiscal years 2026, 2025, and 2024 was $ 325 , $ 771 , and $ 577 , respectively, which is included in the “Product design and development” line item in our Consolidated Statements of Operations, and, as of May 2, 2026 and April 26, 2025, $ 0 and $ 75 , respectively, remained unpaid and is included in the “Accounts payable” line item in our Consolidated Balance Sheets.

Summarized financial information for equity method investments consist of the following.

April 26, 2025 April 27, 2024 April 29, 2023

Fiscal 2026 consists only of Miortech, while fiscal 2025 and 2024 consist of both Miortech and XDC:

May 2, 2026 April 26, 2025 April 27, 2024

Balance sheet data:

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Net loss $ ( 7,969 ) $ ( 16,437 ) $ ( 13,609 )

Loans to affiliates.

We also have advanced loans to our affiliates under convertible and promissory notes (collectively, the “Affiliate Notes”).

We advanced $ 4,565 in fiscal 2025 and $ 5,050 in fiscal 2024 under the Affiliate Notes.

We have accrued interest related to the Affiliate Notes of $ 838 and $ 449 as of April 26, 2025 and April 27, 2024, respectively.

The total face value of the outstanding amount of the Affiliate Notes was $ 19,843 and $ 14,241 as of April 26, 2025 and April 27, 2024, respectively.

The balances of Affiliate Notes are included in the “Right of use, investment in affiliates, and other assets” line item in our Consolidated Balance Sheets.

We evaluate the Affiliate Notes for impairment and credit losses.

During the fourth quarter of fiscal 2025, a provision for expected credit losses of $ 15,480 was recorded as management’s analysis concluded a note related to one of our affiliates is anticipated to be uncollectible.

This is included in the “Other expense and debt issuance costs write-off, net” line item in our Consolidated Statements of Operations.

Loans to Miortech affiliate.

We also have advanced loans to Miortech under convertible and promissory notes (collectively, the “Miortech Affiliate Notes”).

We advanced $ 1,283 in fiscal 2026 and $ 1,340 in fiscal 2025 under the Miortech Affiliate Notes.

We have accrued interest related to the Miortech Affiliate Notes of $ 228 and $ 149 as of May 2, 2026 and April 26, 2025, respectively.

The total face value of the outstanding amount of the Miortech Affiliate Notes was $ 5,429 and $ 3,809 as of May 2, 2026 and April 26, 2025, respectively.

The balances of Miortech Affiliate Notes are included in the “Right of use, investment in affiliates, and other assets” line item in our Consolidated Balance Sheets.

We evaluate the Miortech Affiliate Notes for impairment and credit losses.

During the fourth quarter of fiscal 2026, we recorded a provision of $ 3,750 related to the Miortech Affiliate Notes which were deemed to be uncollectible.

This is included in the “Other expense, net” line item in our Consolidated Statements of Operations.

As of April 26, 2025, no provision for losses were recorded.

The Affiliate Notes balance combined with the investment in affiliates balance totaled $ 3,123 and $ 16,054 as of April 26, 2025 and April 27, 2024, respectively.

We are committed to invest an additional $ 400 in fiscal 2026 in our current affiliates.

The balance of our Miortech Affiliate Note totaled $ 0 and $ 3,123 as of May 2, 2026 and April 26, 2025, respectively.

Loans to XDC affiliate.

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 $ 449 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, which is included in “Right of use, investment in affiliates, and other assets” in our 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 the XDC Affiliate Notes which were deemed to be uncollectible.

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

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

Use of estimates :

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The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the totals of the same amounts shown in the Consolidated Statements of Cash Flows.

April 26, 2025 April 27, 2024 April 29, 2023

May 2, 2026 April 26, 2025 April 27, 2024

Cash and cash equivalents $ 131,639 $ 127,507 $ 81,299

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These accounts are impacted by changes in foreign currency rates.

Of our $ 127,507 in cash and cash equivalents balances as of April 26, 2025, $ 112,758 was denominated in United States dollars, of which $ 932 was held by our foreign subsidiaries.

As of April 26, 2025, we had an additional $ 14,749 in cash balances denominated in foreign currencies, of which $ 12,309 was maintained in accounts of our foreign subsidiaries.

As of May 2, 2026, of our $ 131,639 in cash and cash equivalents, $ 121,929 was denominated in United States dollars, of which $ 9,830 was held by our foreign subsidiaries, and $ 9,710 was denominated in foreign currencies, of which $ 7,570 was maintained in accounts of our foreign subsidiaries.

In accordance with ASC 330 , Inventory, our inventories are stated at the lower of cost (first-in, first-out method) and net realizable value.

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In addition, in accordance with ASC 326, Financial Instruments - Credit Losses , an allowance is maintained for estimated forward-looking losses resulting from the possible inability of customers to make required payments (current expected losses).

The amount of the allowance is determined principally on

the basis of past collection experience and known financial factors regarding specific customers.

The amount of the allowance is determined principally on the basis of past collection experience and known financial factors regarding specific customers.

We charge off receivables at such time it is determined collection will not occur against the allowance for credit losses.

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Pre-contract costs are generally expensed as incurred, unless they are directly associated with an anticipated contract and recoverability from that contract is probable.

Pre-contract costs directly associated with anticipated contracts expected to be recoverable include $ 321 and $ 384 as of April 26, 2025 and April 27, 2024, respectively.

Pre-contract costs directly associated with anticipated contracts expected to be recoverable include $ 704 and $ 321 as of May 2, 2026 and April 26, 2025, respectively.

These are included in the “Inventories” line item in our Consolidated Balance Sheets.

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increases in tariffs on imports of inputs, unanticipated technical problems;

required project modifications not

initiated by the customer;

required project modifications not initiated by the customer;

suppliers’ or subcontractors’ failure to perform or delay in performing their obligations;

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We maintain internal policies and procedures to provide guidance for those involved in recording revenue.

We monitor for changes in our business sales practices and customer interactions to capture the appropriate types of performance obligations and adjust for any change in control terms and conditions.

We monitor for

changes in our business sales practices and customer interactions to capture the appropriate types of performance obligations and adjust for any change in control terms and conditions.

Our material performance obligation types include:

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In our judgment, this accounting treatment is most appropriate because the substantial part of our promise to customers is to provide significant integration services and incorporate individual goods and services into a combined output or system.

Often times, the system is customized or significantly modified to the customer’s desired configuration and location, and the interrelated goods and services provide utility to the customer as a package.

Occasionally, the system is customized or significantly modified to the customer’s desired configuration and location, and the interrelated goods and services provide utility to the customer as a package.

Revenue for uniquely configured (custom) or integrated systems is recognized over time using the cost-to-cost input method by comparing cumulative costs incurred to the total estimated costs and applying that percentage of completion to the transaction price to recognize revenue.

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When fulfilling limited configuration performance obligations, we are typically able to redirect the video displays or scoring, messaging, or audio equipment to another customer without incurring significant economic losses.

Therefore, we have an alternative use for the performance obligation and recognize revenue upon our substantial completion and at the point in time we estimate control has transferred to the customer.

Therefore, we have an alternative use for the performance obligation and recognize revenue upon our

substantial completion and at the point in time we estimate control has transferred to the customer.

When limited configured single performance obligations are more service-type (that is, installation and integration services), we recognize revenue over time using the cost-to-cost input method by comparing cumulative costs incurred to the total estimated costs and applying that percentage of completion to the transaction price to recognize revenue.

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A qualitative assessment may be used to first determine whether it is “more likely than not” that the fair value of a reporting unit is less its carrying value.

Based on this assessment, if it is determined that is more likely than not that impairment has occurred, a quantitative analysis will be performed.

Based on this assessment, if it is determined that it is more likely than not that impairment has occurred, a quantitative analysis will be performed.

The quantitative assessment uses an income approach to estimate the fair value of each reporting unit.

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These assets and liabilities are analyzed regularly, and we assess the likelihood that deferred tax assets will be recoverable from future taxable income.

When necessary, a valuation allowance is established if it is more

likely than not the deferred tax asset will not be realized.

When necessary, a valuation allowance is established if it is more likely than not the deferred tax asset will not be realized.

We report the net deferred tax asset and liability as a long-term asset or liability.

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We use historical expense trend information, claim information, or third-party administrators and actuaries who use historical claims experience and various state statutes to assist in the determination of the accrued liability balance.

For workers compensation and health insurance claims, we maintain an excess liability insurance policy with outside insurance carriers to minimize the risks related to catastrophic claims in excess $ 250 per occurrence for health insurance and personal injury matters.

For workers’ compensation and health insurance claims, we maintain an excess liability insurance policy with outside insurance carriers to minimize the risks related to catastrophic claims in excess of $ 250 per occurrence for health insurance and personal injury matters.

Any material change in the aforementioned factors could have an adverse impact on operating results.

Balances are included within accrued expenses on the Consolidated Balance Sheets included in this Report.

Balances are included in the “Accrued expenses” line item in our Consolidated Balance Sheets included in this Form 10-K.

Comprehensive income (loss) :

We follow the provisions of ASC 220 , Reporting Comprehensive Income , which establishes standards for reporting and displaying comprehensive income (loss) and its components, and we disclose these components in the Consolidated Statements of Comprehensive Income.

in the Consolidated Statements of Comprehensive Income.

Comprehensive income (loss) reflects the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources.

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Our product design and development activities include the enhancement of existing products and technologies and the development of new products and technologies.

In April 2025, the Company filed a certificate of incorporation with the State of Delaware to incorporate under the laws of that state.

The Company assigned a par value of $ 0.00001 per common and preferred share in the Certificate of Incorporation.

Prior to incorporation in the State of Delaware, the Company’s common and preferred shares had no par value.

In April 2025, the Company filed a certificate of incorporation with the State of Delaware to incorporate under the laws of that state (the “Certification of Incorporation”).

The Company assigned a par value of $ 0.00001 to each share of the Company’s common stock (“Common Stock”) and preferred stock (“Preferred Stock”), as provided in the Certificate of Incorporation.

Prior to incorporation in the State of Delaware, the Company’s shares of common and preferred shares had no par value.

In connection with this incorporation and change in par value, the Company has recast prior periods to reflect issued and outstanding shares of common and preferred stock as they would have been presented under the new certificate of incorporation.

Earnings per share (“EPS”) :

We follow the provisions of ASC 260 , Earnings Per Share, where basic EPS is computed by dividing income attributable to common stockholders by the weighted average number of common shares outstanding for the period.

We follow the provisions of ASC 260 , Earnings Per Share, where basic EPS is computed by dividing income attributable to holders of Common Stock by the weighted average number of shares of Common Stock outstanding for the period.

Diluted EPS reflects the potential dilution which may occur if securities or other obligations to issue Common Stock were exercised or converted into shares of Common Stock or resulted in the issuance of shares of Common Stock which share in our earnings.

The following is a reconciliation of the net (loss) income and common share amounts used in the calculation of basic and diluted EPS for the fiscal years ended April 26, 2025, April 27, 2024, and April 29, 2023:

April 26, 2025 April 27, 2024 April 29, 2023

The following is a reconciliation of the net income (loss) and shares of Common Stock amounts used in the calculation of basic and diluted EPS for the fiscal years ended May 2, 2026, April 26, 2025, and April 27, 2024:

May 2, 2026 April 26, 2025 April 27, 2024

Earnings per share - basic

Net (loss) income $ ( 10,121 ) $ 34,621 $ 6,802

Net income (loss) $ 45,376 $ ( 10,121 ) $ 34,621

Weighted average shares outstanding 48,564 47,587 45,901

Basic (loss) earnings per share $ ( 0.21 ) $ 0.75 $ 0.15

Basic earnings (loss) per share

$ 0.93 $ ( 0.21 ) $ 0.75

Earnings per share - diluted

Net (loss) income $ ( 10,121 ) $ 34,621 $ 6,802

Diluted net (loss) income $ ( 10,121 ) $ 34,621 $ 6,802

Net income (loss) $ 45,376 $ ( 10,121 ) $ 34,621

Diluted net income (loss)

$ 45,376 $ ( 10,121 ) $ 34,621

Weighted average common shares outstanding 48,564 47,587 45,901

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Weighted average common shares outstanding, assuming dilution 49,382 47,587 46,543

Diluted (loss) earnings per share $ ( 0.21 ) $ 0.74 $ 0.15

Options outstanding to purchase 49 , 675 and 2,084 shares of common stock with a weighted average exercise price of $ 10.57 , $ 10.29 , and $ 7.47 for the fiscal years ended April 26, 2025, April 27, 2024, and April 29, 2023, respectively, were not included in the computation of diluted EPS because the effects would be anti-dilutive.

During the fiscal year ended April 27, 2024, shares of common stock issuable upon conversion of the secured convertible note in the original amount of $ 25,000 due on May 11, 2027 (the “Convertible Note”) were not included in the computation of diluted EPS, as the effect would be anti-dilutive.

Diluted earnings (loss) per share

$ 0.92 $ ( 0.21 ) $ 0.74

Options outstanding to purchase 49 and 675 shares of common stock with a weighted average exercise price of $ 10.57 and $ 10.29 for the fiscal years ended April 26, 2025 and April 27, 2024, respectively, were not included in the computation of diluted EPS because the effects would be anti-dilutive.

computation of diluted EPS, as the effect would be anti-dilutive.

For the fiscal year ended April 27, 2024, 3,915 potential common shares related to the Convertible Note were excluded from the calculation of diluted EPS.

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See “Note 11.

Stockholders’ Equity and Share-Based Compensation” of the Notes to our Consolidated Financial Statements included in this Form 10-K for additional information and the assumptions we use to calculate the fair value of share-based employee compensation.

Stockholders’ Equity and Share-Based Compensation” of the Notes to our Consolidated Financial Statements included in this Form 10-K for additional information on, and the assumptions we use to calculate, the fair value of share-based employee compensation.

Recent Accounting Pronouncements

Accounting Standards Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

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 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 plans to adopt ASU 2023-07 for interim periods beginning in the fiscal year ending May 2, 2026.

Segment Reporting” of the Notes to our Consolidated Financial Statements included in this Form 10-K for additional discussion.

Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 requires the disclosure of specified additional information in its income tax rate reconciliation and to provide additional information for reconciling items that meet a quantitative threshold.

ASU 2023-09 will also require the disaggregation of the disclosures of income taxes paid by federal, state, and foreign taxes, with further disaggregation required for significant individual jurisdictions.

The Company is required to adopt this guidance for its annual reporting in fiscal year 2026 on a prospective basis.

Early adoption and retroactive application are permitted.

We are currently evaluating the impact of ASU 2023-09 on our income tax disclosures.

ASU 2023-09 requires the disclosure of specified additional information in the income tax rate reconciliation and to provide additional information for reconciling items that meet a quantitative threshold.

ASU 2023-09 also requires the disaggregation of the disclosures of income taxes paid by federal, state, and foreign taxes, with further disaggregation required for significant individual jurisdictions.

The Company adopted ASU 2023-09 for the fiscal year ending May 2, 2026, retrospectively, and it did not have a material effect on our financial statements.

See “Note 13.

Income Taxes” of the Notes to our Consolidated Financial Statements included in this Form 10-K for additional discussion.

Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”), requiring disclosure in the notes to the financial statements for specified information about certain costs and expenses.

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however, early adoption is permitted and can be applied either prospectively or retrospectively.

We are currently evaluating the impact of ASU 2024-03 on our disclosures.

We are currently evaluating the impact of ASU 2024-03 on our expense disaggregation disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05").

ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers .

Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years.

Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively.

The Company is required to adopt this guidance in fiscal year 2027 on a prospective basis.

We are currently evaluating the impact of ASU 2025-05 on our accounting policies and 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.

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.

Revenue Recognition

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The following table reflects the changes in our contract assets and liabilities:

April 26, 2025 April 27, 2024 Dollar Change Percent Change

May 2, 2026 April 26, 2025 Dollar Change Percent Change

Contract assets $ 66,552 $ 41,169 $ 25,383 61.7 %

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Contract liabilities - non-current 20,655 18,421 2,234 12.1

The changes in our contract assets and contract liabilities from April 27, 2024 to April 26, 2025 were due to the timing of billing schedules and revenue recognition, which can vary significantly depending on the contractual payment terms and the seasonality of the sports markets.

The changes in our contract assets and contract liabilities from April 26, 2025 to May 2, 2026 were due to the timing of billing schedules and revenue recognition, which can vary significantly depending on the contractual payment terms and the seasonality of the sports markets.

We had no significant impairments of contract assets for fiscal 2026, 2025, and 2024.

For service-type warranty contracts, we allocate revenue to this performance obligation, recognize the revenue over time, and recognize costs as incurred.

Earned and unearned revenues for these contracts are included in the “Contract assets” and “Contract liabilities” line items of our Consolidated Balance Sheets.

Earned and unearned revenues for these contracts are included in the “Contract assets” and

“Contract liabilities” line items of our Consolidated Balance Sheets.

Changes in unearned service-type warranty contracts, net were as follows:

April 26, 2025 April 27, 2024

May 2, 2026 April 26, 2025

Balance at beginning of year $ 35,129 $ 32,159

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Balance at end of year $ 37,850 $ 35,129

Contracts in process identified as loss contracts as of April 26, 2025 and April 27, 2024 were immaterial.

The loss provision on contracts in process identified as loss contracts as of May 2, 2026 and April 26, 2025 were immaterial.

Loss provisions are recorded in the “Accrued expenses” line item in our Consolidated Balance Sheets.

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Remaining performance obligations and revenue recognized from past performance obligations

As of April 26, 2025, the aggregate amount of the transaction price allocated to the remaining performance obligations was $ 408,332 .

Remaining performance obligations related to product and service agreements as of April 26, 2025 were $ 341,624 and $ 66,708 , respectively.

As of May 2, 2026, the aggregate amount of the transaction price allocated to the remaining performance obligations was $ 424,756 .

Remaining performance obligations related to product and service agreements as of May 2, 2026 were $ 356,182 and $ 68,574 , respectively.

We expect approximately $ 368,272 of our remaining performance obligations to be recognized over the next 12 months, with the remainder recognized thereafter.

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Any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations, and project deferrals are reflected or excluded in the remaining performance obligation balance, as appropriate.

The amount of revenue recognized associated with performance obligations satisfied in prior years during the years ended April 26, 2025 and April 27, 2024 was immaterial.

The amount of revenue recognized associated with performance obligations satisfied in prior years during the years ended May 2, 2026 and April 26, 2025 was immaterial.

Segment Reporting

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These segments are based on the customer type or geography and are the same as our operating segments/business units.

Our chief operating decision-maker (CODM), who is our interim president and chief executive officer, regularly reviews the consolidated financial results in their entirety and the operating segment financial results to the GAAP measure of gross profit.

Our chief operating decision-maker (“CODM”), who is our president and chief executive officer, regularly reviews the consolidated financial results in their entirety and the operating segment financial results to the GAAP measure of gross profit.

The CODM uses gross profit and considers budget-to-actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources to each segment.

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Assets and capital expenditures are reviewed by the CODM at the consolidated level, rather than segment level, as the information is not used in evaluating segment performance or allocating resources.

The CODM has ultimate

responsibility for enterprise decisions and making resource allocation decisions for our Company and our segments.

The CODM has ultimate responsibility for enterprise decisions and making resource allocation decisions for our Company and our segments.

Management of each operating segment has the responsibility for operating decisions, allocating resources, and assessing performance within their segment.

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however, some depreciation and amortization are corporate in nature and remain unallocated.

We do not maintain information on sales by products;

We do not maintain information on sales by product;

therefore, disclosure of such information is not practical.

The following table sets forth certain financial information for each of our five reporting segments for the periods indicated:

April 26, 2025 April 27, 2024 April 29, 2023

May 2, 2026 April 26, 2025 April 27, 2024

Commercial $ 180,772 $ 156,203 $ 161,626

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Product design and development 43,458 38,860 35,742

Goodwill impairment — — 4,576

Interest (income) expense, net ( 3,630 ) ( 1,347 ) 3,418

Change in fair value of convertible note — 22,521 16,550

Other expense and debt issuance costs write-off, net 17,795 13,096 7,211

(Loss) Income before income taxes $ ( 5,851 ) $ 54,051 $ 13,257

Other expense, net 6,144 17,795 13,096

Income (loss) before income taxes

$ 58,334 $ ( 5,851 ) $ 54,051

Depreciation and amortization:

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The following table presents information about net sales, which are based on where the end user is located, and property and equipment, net of accumulated depreciation, in the United States and elsewhere:

April 26, 2025 April 27, 2024 April 29, 2023

May 2, 2026 April 26, 2025 April 27, 2024

United States $ 742,294 $ 676,192 $ 744,419

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however, we have a complex global supply chain subject to geopolitical and transportation risks and a number of single-source suppliers that could limit our supply or cause delays in obtaining raw materials and components needed in manufacturing.

Business Combination

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 XDC Acquisition is not significant to our Consolidated Financial Statements included in this Form 10-K, 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 the Display Business operations have been included in our Consolidated Financial Statements included in this Form 10-K since the date of acquisition.

Goodwill and Intangible Assets

The changes in the carrying amount of goodwill related to each reportable segment for the fiscal year ended April 26, 2025 were as follows:

Commercial Transportation Total

The changes in the carrying amount of goodwill related to each reportable segment for the fiscal year ended May 2, 2026 were as follows:

Live Events Commercial Transportation Total

Balance as of April 26, 2025:

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Foreign currency translation — 36 11 47

Balance as of April 26, 2025:

XDC Acquisition $ 153 $ 148 $ 149 $ 450

Balance as of May 2, 2026:

$ 153 $ 3,343 $ 189 $ 3,685

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Our annual analysis is performed during our third quarter of each fiscal year based on the goodwill amount as of the first business day of our third fiscal quarter.

We performed our annual impairment test on Octob er 27, 2024 and c onclude d no goodwill impairment existed for fiscal year 2025 .

We performed our annual impairment test on November 2 , 2025 and c onclude d no goodwill impairment existed for fiscal year 2026 .

The annual impairment test for fiscal year 2025 concluded no goodwill impairment existed.

The amount of accumulated impairments to goodwill as of April 26, 2025 and April 27, 2024 was $ 4,576 .

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.

The amount of accumulated impairments to goodwill as of May 2, 2026 and April 26, 2025 was $ 4,576 .

Intangible Assets

The following table summarizes intangible assets, net, as of April 26, 2025 and April 27, 2024:

April 26, 2025

The following table summarizes intangible assets, net, as of May 2, 2026 and April 26, 2025:

Weighted Average Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount

Registered trademarks 13.8 $ 1,782 $ 421 $ 1,361

Developed technology 15.0 1,915 43 1,872

Customer relationships 10.3 2,563 2,533 30

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Intangible assets are written off when fully amortized.

As of April 26, 2025, amortization expenses for future periods were estimated to be as follows:

As of May 2, 2026, amortization expenses for future periods were estimated to be as follows:

Fiscal years ending Amount

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Inventories consisted of the following:

April 26, 2025 April 27, 2024

May 2, 2026 April 26, 2025

Raw materials $ 51,511 $ 46,340

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Property and equipment, net consisted of the following:

April 26, 2025 April 27, 2024

May 2, 2026 April 26, 2025

Land $ 3,166 $ 3,024

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Accrued expenses consisted of the following:

April 26, 2025 April 27, 2024

May 2, 2026 April 26, 2025

Compensation $ 24,832 $ 23,217

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$ 44,858 $ 41,705

Interest (expense) income, net consisted of the following:

April 26, 2025 April 27, 2024 April 29, 2023

Interest income (expense), net consisted of the following:

May 2, 2026 April 26, 2025 April 27, 2024

Interest expense:

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Interest income (expense), net $ 3,630 $ 1,347 $ ( 3,418 )

Other expense and debt issuance costs write-off, net consisted of the following:

April 26, 2025 April 27, 2024 April 29, 2023

Foreign currency transaction gains (losses) $ 658 $ 284 $ 479

Other expense, net consisted of the following:

May 2, 2026 April 26, 2025 April 27, 2024

Foreign currency transaction (losses) gains

$ ( 1,134 ) $ 658 $ 284

Equity in losses of affiliates ( 2,008 ) ( 3,053 ) ( 3,764 )

Allowance for credit losses on affiliate loan ( 15,480 ) — —

Allowance for credit losses on affiliate loans ( 3,750 ) ( 15,480 ) —

XDC Acquisition 501 — —

Impairment of equity method investees — — ( 6,359 )

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$ ( 6,144 ) $ ( 17,795 ) $ ( 13,096 )

Accounts Receivables, Net

Accounts Receivable, Net

We invoice customers based on a billing schedule as established in our contracts.

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Foreign sales are at times secured by irrevocable letters of credit or bank guarantees.

Accounts receivable are reported net of an allowance for credit losses of $ 1,927 and $ 4,568 as of April 26, 2025 and April 27, 2024, respectively.

Included in accounts receivable as of April 26, 2025 and April 27, 2024 was $ 3,727 and $ 1,350 , respectively, of retainage on construction-type contracts, all of which is expected to be collected within one year.

Accounts receivable are reported net of an allowance for credit losses of $ 1,732 and $ 1,927 as of May 2, 2026 and April 26, 2025, respectively.

Included in accounts receivable as of May 2, 2026 and April 26, 2025 was $ 2,049 and $ 3,727 , respectively, of retainage on construction-type contracts, all of which is expected to be collected within one year.

In some contracts with customers, we agree to installment payments exceeding 12 months.

The present value of these contracts is recorded as a receivable as the revenue is recognized in accordance with GAAP, and profit is recognized to the extent the present value is in excess of cost.

The present value of these contracts is recorded as a receivable as the revenue is recognized in accordance with GAAP, and profit is recognized to the

extent the present value is in excess of cost.

We generally retain a security interest in the equipment or in the cash flow generated by the equipment until the contract is paid.

The present value of long-term contracts, including accrued interest and current maturities, was $ 3,287 and $ 859 as of April 26, 2025 and April 27, 2024, respectively.

Contract receivables bearing annual interest rates of 8.0 to 9.0 percent are due in varying annual installments through September 2026.

The face value of long-term receivables was $ 3,698 and $ 863 as of April 26, 2025 and April 27, 2024, respectively.

The present value of long-term contracts, including the current maturities, was $ 4,365 and $ 3,287 as of May 2, 2026 and April 26, 2025, respectively.

Contract receivables bearing annual interest rates of 8.0 to 9.0 percent are due in varying annual installments through October 2027.

The face value of long-term receivables, including the current maturities, was $ 4,495 and $ 3,698 as of May 2, 2026 and April 26, 2025, respectively.

Financing Agreements

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2026 April 26,

ABL credit facility/prior line of credit $ — $ —

Mortgage 10,925 12,375

Convertible note — 25,000

Long-term debt, gross 10,925 12,375

Debt issuance costs, net ( 146 ) ( 388 )

Change in fair value of convertible note — 16,550

Current portion ( 1,150 ) ( 1,500 )

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Credit Agreements

On May 11, 2023, we closed on 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.

(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 consists of a $ 60,000 asset-based revolving credit facility maturing on May 11, 2026 (the “ABL”), which is secured by first priority lien on the Company’s assets pursuant to a Pledge and Security Agreement, dated as of May 11, 2023, by and among the Company, Daktronics Installation, Inc., and the Administrative Agent (the “Pledge and Security Agreement”), and a $ 15,000 delayed draw term loan (the “Delayed Draw Loan”) secured by a first priority mortgage on our Brookings, South Dakota real estate (the “Mortgage”) pursuant to the Pledge and Security Agreement.

Under the ABL, certain factors can impact our borrowing capacity.

As of April 26, 2025, our borrowing capacity was $ 36,274 , there were no borrowings outstanding, and there was $ 3,393 used to secure letters of credit outstanding.

We made no borrowings on this ABL during fiscal 2025.

The interest rate on the ABL is set on a sliding scale based on the trailing 12-month fixed charge coverage 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 10 years and has monthly payments of $ 125 .

The Delayed Draw Loan is subject to the terms of the Credit Agreement and matures on May 11, 2026.

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

The interest rate as of April 26, 2025 for the Delayed Draw Loan was 8.5 percent.

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

4 to Credit Agreement, effective as of June 6, 2025 (the “Fourth Amendment”), which, among other changes to the Credit Agreement, permits 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”).

For more information about the Fourth Amendment and the Specified Letters of Credit, see “Note 18.

Subsequent Events” of the Notes to our Consolidated Financial Statements included in this Form 10-K.

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.

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.

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.

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, dividends, share repurchases, 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 May 2, 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 $ 1,905 .

As of May 2, 2026, $ 58,095 of the New Credit Facility remains in place and available for borrowing.

Convertible Note

On May 11, 2023, we borrowed $ 25,000 in aggregate principal amount under the secured Convertible Note issued to Alta Fox Opportunities Fund, LP (the “Holder”).

The Convertible Note provided for the following conversion features:

• The Convertible Note allowed the Holder and any of the Holder’s permitted transferees, donees, pledgees, assignees or successors-in-interest to convert all or any portion of the principal amount of the Convertible Note, together with any accrued and unpaid interest and any other unpaid amounts, including late charges, if any (together, the “Conversion Amount”), into shares of the Company’s common stock at an initial conversion price of $ 6.31 per share, subject to adjustment in accordance with the terms of the Convertible Note (the “Conversion Price”).

• The Company also had a forced conversion right, exercisable on the occurrence of certain conditions set forth in the Convertible Note, pursuant to which it could cause all or any portion of the outstanding and unpaid Conversion Amount to be converted into shares of common stock at the Conversion Price.

On November 11, 2024, the Company issued notice to the Holder that the Company would force the conversion of $ 7,000 of the principal balance and accrued interest of the Convertible Note on December 3, 2024 at the conversion price of $ 6.31 per share into 1,109 shares of the Company’s common stock (the “December Conversion”).

On December 11, 2024, the Company issued notice to the Holder that the Company would force the conversion of an additional $ 7,000 of the principal balance and accrued interest of the Convertible Note on January 3, 2025 at the conversion price of $ 6.31 per share into 1,109 shares of the Company’s common stock (the “January Conversion”).

On January 27, 2025, in accordance with the terms of the Convertible Note, the Company settled the December Conversion and the January Conversion through the issuance of 2,218 shares of the Company’s common stock (based on the Conversion Price).

On January 10, 2025, the Company issued notice to the Holder that the Company would force the conversion of $ 7,000 of the principal balance and accrued interest of the Convertible Note on February 3, 2025 at the Conversion Price into 1,109 shares of the Company’s common stock (the “February Conversion”).

On February 3, 2025, in accordance with the terms of the Convertible Note, the Company settled the February Conversion.

On February 10, 2025, the Company issued notice to the Holder that the Company would force the conversion of the fourth and final tranche of 681 shares or $ 4,294 on March 4, 2025, representing the remaining principal and interest balance of the Convertible Note (the “March Conversion”).

On March 4, 2025, in accordance with the terms of the Convertible Note, the Company settled the March Conversion, resulting in full settlement of the Convertible Note.

The estimated fair value of the Convertible Note upon its issuance date of May 11, 2023 was computed using the binomial lattice model.

Given the appreciation of the Company’s stock price from the issuance of the Convertible Note combined with our then intent and expectation of settlement as soon as is feasible through exercise of its forced conversion right, we determined that the Monte Carlo simulation (“MCS”) model was appropriately suited to determine the fair value of the Convertible Note during the second and third quarter of fiscal 2025.

The valuation models incorporate significant inputs that are not observable in the market and thus represent a Level 3 measurement.

The changes in fair value of the Convertible Note during fiscal 2025 was as follows:

Liability Component

(in thousands)

Balance as of April 27, 2024 $ 41,550

Carrying value of note settled through conversion ( 64,366 )

Fair value change recognized 22,521

Interest on convertible note $ 295

Balance as of April 26, 2025 $ —

During the interim periods for the year ended April 26, 2025, prior to conversion of the Convertible Note, we determined the fair value using the following range of key assumptions:

Risk-Free Rate (Annual) of 4.04 %- 4.24 %, Implied Yield of 15.79 %- 15.98 % and Volatility (Annual) of 40 %- 55 %.

For the year ended April 27, 2024, we determined the fair value by using the following key assumptions in the binomial lattice model:

April 27, 2024

Risk-Free Rate (Annual) 4.78 %

Implied Yield 16.28 %

Volatility (Annual) 40.00 %

Dividend Yield (Annual) — %

The Credit Agreement requires a fixed charge coverage ratio of greater than 1.1 and include other customary non-financial covenants.

As of April 26, 2025, we were in compliance with our financial covenants under the Credit Agreement.

As of May 2, 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.

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.

Debt Issuance Costs

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

If early principal payments occur, a proportional amount of unamortized debt issuance costs is expensed.

As part of these financings, we capitalized $ 8,195 in debt issuance costs.

During the fiscal year ended April 27, 2024, due to the Convertible Note being accounted for at fair value, we expensed $ 3,353 of the related debt issuance costs, which are included in the “Other expense and debt issuance costs write-off, net” line item in our Consolidated Statements of Operations.

During the fiscal years ended April 26, 2025 and April 27, 2024, we amortized $ 1,614 and $ 1,551 , respectively, of debt issuance costs.

The remaining debt issuance costs of $ 1,677 are 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 $ 965 and $ 1,614 for t he fiscal years ended May 2, 2026 and April 26, 2025, respectively .

The amortization for the fiscal year ended May 2, 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 May 2, 2026 , the remaining unamortized debt issuance costs of $ 146 were being amortized over the remaining term of the New Credit Facility.

Future Maturities

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Share Repurchase Program

On June 16, 2016, our Board of Directors approved a stock repurchase program under which we may purchase up to $ 40,000 of the Company’s outstanding shares of common stock.

On March 4, 2025, our Board of Directors approved the repurchase of an additional $ 10,000 of the Company’s outstanding shares of common stock under the stock repurchase program for a maximum authorized value of $ 50,000 .

Under this program, we may repurchase shares from time to time in open market transactions and in privately negotiated transactions based on business, market, applicable legal requirements, and other considerations.

The repurchase program does not require the repurchase of a specific number of shares and may be terminated at any time.

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.

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 May 2, 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.

For additional information, see “Note 19.

Subsequent Events” of the Notes to our Consolidated Financial Statements included in this Form 10-K.

During fiscal 2025, we repurchased 2,071 shares of common stock at a total cost of $ 29,474 .

During fiscal 2024 and 2023, we had no repurchases of shares of our outstanding shares of common stock.

As of April 26, 2025, we had $ 9,880 of remaining capacity under our share repurchase program.

During fiscal 2026, the Company repurchased 1,428 shares of Common Stock at a total cost of $ 25,409 and incurred $ 156 of stock repurchase excise tax.

During fiscal 2025, the Company repurchased 2,071 shares of Common Stock at a total cost of $ 29,474 .

During fiscal 2024, the Company had no repurchases of shares of our outstanding shares of common stock, no par value.

As of May 2, 2026, $ 14,471 of the $ 80,000 authorized amount remained available for repurchase under the Repurchase Program.

We lease facilities and various equipment to manufacture products and provide employee collaboration space and tools.

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These operating leases do not contain material residual value guarantees or material restrictive covenants.

Our lease for our facility in Sioux Falls, South Dakota has a purchase option.

Our lease for our facility in Sioux Falls, South Dakota contains a purchase option.

We have no material financing leases.

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Some of our leases include options to extend the term, which is only included in the right-of-use assets and lease liability calculation when it is reasonably certain that we will exercise that option.

We have lease agreements with lease and non-lease components, and we have elected to account for all asset classes as a single lease

We have lease agreements with lease and non-lease components, and we have elected to account for all asset classes as a single lease component.

Our operating leases also typically require payment of real estate taxes, insurance, and common area maintenance.

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Operating lease cost includes short-term leases, which are immaterial.

As of April 26, 2025, the weighted average remaining lease term and discount rate related to operating leases was 2.4 years and 6.1 percent as compared to 2.4 years and 5.0 percent as of April 27, 2024.

As of May 2, 2026, the weighted average remaining lease term and discount rate related to operating leases was 3.0 years and 6.4 percent as compared to 2.4 years and 6.1 percent as of April 26, 2025.

Supplemental unaudited cash flow information related to operating leases were as follows:

April 26, 2025 April 27, 2024 April 29, 2023

May 2, 2026 April 26, 2025 April 27, 2024

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows for operating leases $ 2,975 $ 2,461 $ 2,581

Future minimum operating lease payments as of, and subsequent to, April 26, 2025 under ASC 842 are as follows:

Future minimum operating lease payments as of, and subsequent to, May 2, 2026 under ASC 842 are as follows:

Operating Leases

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Stock incentive plans :

During fiscal 2021, we established the Daktronics, Inc.

2020 Stock Incentive Plan (“2020 Plan”) and ceased granting options under the 2015 Stock Incentive Plan (“2015 Plan”).

The 2020 Plan provides for the issuance of stock-based awards, including stock options, restricted stock, restricted stock units, and deferred stock to employees, directors, and consultants.

During fiscal 2026, our shareholders approved the Daktronics, Inc.

2025 Stock Incentive Plan (“2025 Plan”), under which shares available for issuance include remaining authorized shares from the 2020 Stock Incentive Plan (“2020 Plan”).

No new awards will be granted under the 2020 Plan.

The 2025 Plan provides for the issuance of stock-based awards, including, but not limited to, stock options, restricted stock, restricted stock units (“RSUs”), performance stock, performance stock units (“PSUs”), and deferred stock to employees, directors, and consultants.

Stock options issued to employees under the 2020 Plan and 2025 Plan generally have a 10-year life, an exercise price equal to the closing market value on the grant date, and a five-year annual vesting period.

The restricted stock granted to independent directors vests in one year , provided that the directors remain on the Company’s Board of Directors (the “Board” or “Board of Directors”).

Restricted stock units are granted to employees and have a five-year annual vesting period.

As with stock options, restricted stock and restricted stock unit ownership cannot be transferred during the vesting period.

As of April 26, 2025, the aggregate number of shares available for future grants under the 2020 Plan for stock options and restricted stock awards was 1,381 shares.

Shares of common stock subject to all stock awards granted under the 2020 Plan are counted as one share of stock for each share of stock subject to the award.

Although the 2015 Plan remains in effect for options outstanding that were granted under the 2015 Plan until the earlier of the exercise of the options or their expiration or termination without being exercised, no new options can be granted under the 2015 Plan.

The restricted stock granted to independent directors vests in one year , provided that the directors remain on the Board of Directors.

Restricted stock units are granted to employees and generally vest over a defined service period or, in the case of PSUs, based on performance criteria, which may vary by award.

Performance stock awards are granted to employees and vest, if at all, based on the achievement of specified performance criteria.

PSUs and RSUs are granted to employees as units that are settled in shares of Common Stock upon vesting based on the achievement of specified performance criteria.

Pursuant to the terms of the applicable award agreements and the 2020 Plan or 2025 Plan, all currently outstanding stock-based awards under the 2020 Plan and 2025 Plan will be settled in shares of Common Stock on a one-to-one basis if and when such awards vest, and the ownership of such stock-based awards cannot be transferred during the applicable vesting period.

As of May 2, 2026, the aggregate number of shares of Common Stock available for future grants under the 2025 Plan was 3,418 shares.

Shares of Common Stock subject to each stock award granted under the 2025 Plan are counted as one share of Common Stock for each share of Common Stock subject to the award.

Restricted stock and restricted stock units :

We issue restricted stock to our non-employee directors and restricted stock units (“RSU”) to employees.

We issue restricted stock to our non-employee directors and RSUs to employees.

Restricted stock issued to non-employee directors are participating securities and receive dividends prior to vesting.

Unvested restricted stock will terminate and be forfeited upon termination of employment or service.

The fair value of restricted stock and our restricted stock unit awards are measured on the grant date based on the market value of our common stock.

The fair value of our unvested restricted stock and RSU awards is measured based on the market value of our Common Stock on the grant date for the applicable award.

The related compensation expense as calculated under ASC 718, net of estimated forfeitures, is recognized over the applicable vesting period.

Unrecognized compensation expense related to the restricted stock and restricted stock unit awards was approximately $ 4,456 as of April 26, 2025, which is expected to be recognized over a weighted-average period of 4.33 years.

Unrecognized compensation expense related to the restricted stock and RSU awards was approximately $ 5,707 as of May 2, 2026, which is expected to be recognized over a weighted-average period of 3.31 years.

The total fair value of restricted stock vested was $ 2,404 , $ 1,209 , and $ 1,536 in fiscal years 2026, 2025, and 2024, respectively.

In March 2025, Reece A.

Kurtenbach resigned from his position as President and Chief Executive Officer (“CEO”) of the Company and, as a result, a portion of his unvested RSUs was accelerated and vested, which resulted in additional compensation expense relating to the modified awards for the year ended April 26, 2025.

Any remaining unvested RSUs were forfeited.

As of April 26, 2025, no unrecognized stock-based compensation expense remained on these RSUs.

In addition, a portion of unvested options held by Mr.

Kurtenbach was accelerated and vested, which resulted in additional compensation expense relating to the modified awards for the year ended April 26, 2025.

Any remaining unvested options were forfeited.

The Company offered Mr.

Kurtenbach an option to settle his outstanding stock options in cash rather than exercising them.

The Company modified these awards and changed the classification of the grant from equity to a liability.

Kurtenbach elected to cash settle his options, and as a result, the Company realized $ 680 as a liability.

As a result, the options were cancelled, and Mr.

Kurtenbach received a cash payment and the share based liability was resolved as of April 26, 2025.

In March 2025, the Company recorded a one-time equity award to each of its interim CEO and acting Chief Financial Officer (“CFO”).

Pursuant to the terms of the applicable award agreements for the Interim CEO and Acting CFO, 100 percent of the awarded RSUs will become fully vested on the date that the Board appoints a permanent CEO or CFO, as applicable, so long as the applicable executive remains continuously employed by the Company or a subsidiary of the Company until immediately prior to such appointment.

The Company recorded stock-based compensation expense for these performance stock units (“PSU”) with an estimated service period of one year related to these awards during the year ended April 26, 2025.

A summary of non-vested restricted stock and restricted stock units for fiscal years 2025, 2024, and 2023 is as follows:

April 26, 2025 April 27, 2024 April 29, 2023

Performance stock and performance stock units:

We grant performance stock and PSUs to senior members of our management team subject to the achievement of specified performance targets and continuous service through the

applicable vesting dates.

Our PSUs granted in fiscal 2026 were immaterial .

In fiscal 2025 and 2024, we had no PSU grants.

The performance conditions for the current PSUs are set to be achieved annually during a three-year period.

The service condition must be met on each vesting date.

In March 2025, the Company granted a one-time equity award to its former interim Chief Executive Officer (“CEO”) and acting Chief Financial Officer (“CFO”).

Pursuant to the terms of the applicable award agreements, 100 percent of the awarded RSUs will vest upon the appointment of a permanent CEO or CFO, as applicable, provided that the executive remains continuously employed by the Company or a subsidiary until immediately prior to such appointment.

The vesting condition for the Company’s former interim CEO was satisfied during fiscal 2026 upon the appointment of his successor.

As of May 2, 2026, the vesting condition for the acting CFO has not yet been satisfied.

During fiscal 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 Consolidated Statements of Operations.

During fiscal 2026, the Company reclassified certain PSUs from equity‑classified awards to liability‑classified awards because the awards permit settlement in cash at the holder’s election.

As of May 2, 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 Consolidated Statements of Operations.

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

A summary of non-vested restricted stock and RSUs for fiscal years 2026, 2025, and 2024 is as follows:

May 2, 2026 April 26, 2025 April 27, 2024

Number of Nonvested Shares Weighted Average Grant Date

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We issue incentive stock options to our employees.

A summary of stock option activity under our 2015 Plan and 2020 Plan during the fiscal year ended April 26, 2025 is as follows:

A summary of stock option activity under our 2020 Plan and 2025 Plan during the fiscal year ended May 2, 2026 is as follows:

Stock Options Weighted Average Exercise Price

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Exercised ( 290 ) 6.19 — 4,247

Outstanding as of April 26, 2025

Outstanding as of May 2, 2026

607 $ 5.57 4.85 $ 8,573

Shares vested and expected to vest 603 $ 5.56 4.83 $ 8,518

Exercisable as of April 26, 2025

Exercisable as of May 2, 2026

419 $ 5.81 4.16 $ 5,827

The aggregate intrinsic value of stock options represents the difference between the exercise price of stock options and the fair market value of the underlying Common Stock for all in-the-money options.

We define in-the-money options as of April 26, 2025 as options having exercise prices lower than the $ 12.56 per share market price of our common stock on that date.

There were 530 shares exercisable that were in-the-money options as of April 26, 2025.

We define in-the-money options as of May 2, 2026 as options having exercise prices lower than the $ 19.70 per share market price of our Common Stock on that date.

There were 419 shares exercisable that were in-the-money options as of May 2, 2026.

The total intrinsic value of options exercised during fiscal years 2026, 2025, and 2024 was $ 4,247 , $ 3,594 , and $ 708 , respectively.

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The following table provides the weighted-average fair value of options granted and the related assumptions used in the Black-Scholes model.

April 26, 2025 April 27, 2024 April 29, 2023

No stock options were granted during fiscal 2026;

therefore, no Black‑Scholes assumptions were applicable.

April 26, 2025 April 27, 2024

Fair value of options granted $ 5.98 $ 4.92

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The ESPP requires participants to hold any shares purchased under the ESPP for a minimum period of one year after the date of purchase.

Compensation expense recognized on shares issued under our ESPP is based on the value of a traded option to purchase shares of our stock at a 15 percent discount to the stock price.

Compensation expense recognized on shares issued under our ESPP is based on the value of a traded option to purchase shares of our Common Stock at a 15 percent discount to the stock price.

The total number of shares reserved under the ESPP is 5,500 .

The number of shares of Common Stock issued under the ESPP totaled 128 , 148 , and 355 shares in fiscal 2026, 2025, and 2024, respectively.

The number of shares of common stock reserved for future employee purchases under the ESPP totaled 1,071 shares as of April 26, 2025.

The ESPP is intended to qualify under Section 423 of the Internal Revenue Code of 1986.

The number of shares of Common Stock reserved for future employee purchases under the ESPP totaled 943 shares as of May 2, 2026.

The ESPP is intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended.

Total share-based compensation expense :

As of April 26, 2025, there was $ 4,981 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under all equity compensation plans.

As of May 2, 2026, there was $ 6,001 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under all equity compensation plans.

Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures.

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The following table presents a summary of the share-based compensation expense by equity type as follows:

April 26, 2025 April 27, 2024 April 29, 2023

May 2, 2026 April 26, 2025 April 27, 2024

Stock options $ 550 $ 910 $ 420

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$ 5,094 $ 2,944 $ 2,090

A summary of the share-based compensation expense by classification in the Consolidated Statements of Operations for stock options, restricted stock, restricted stock units, and shares issued under the ESPP for fiscal years 2025, 2024, and 2023 is as follows:

April 26, 2025 April 27, 2024 April 29, 2023

A summary of the share-based compensation expense by classification in the Consolidated Statements of Operations for stock options, restricted stock, RSUs, and shares of Common Stock issued under the ESPP for fiscal years 2026, 2025, and 2024 is as follows:

May 2, 2026 April 26, 2025 April 27, 2024

Cost of sales $ 968 $ 613 $ 452

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$ 5,094 $ 2,944 $ 2,090

We received $ 5,153 in cash from option exercises under all share-based payment arrangements for the fiscal year ended April 26, 2025.

The tax expense related to non-qualified options and restricted stock units under all share-based payment arrangements totale d $ 5 , $ 22 , and $ 23 for fiscal years 2025, 2024, and 2023, respectively.

We received $ 1,796 in cash from option exercises under all share-based payment arrangements for the fiscal year ended May 2, 2026.

The tax expense related to non-qualified options and RSUs under all share-based payment arrangements totale d $ 215 , $ 5 , and $ 22 for fiscal years 2026, 2025, and 2024, respectively.

Retirement Benefits

We sponsor a 401(k) savings plan providing benefits for substantially all United States-based employees of Daktronics and its subsidiaries, subject to certain Internal Revenue Service (“IRS”) limits.

We made matching cash contributions equal to 50 percent of the employee’s qualifying contribution up to six percent of such employee’s compensation.

We made matching cash contributions equal to 50 percent of each participating employee’s qualifying contribution up to six percent of such employee’s compensation.

Employees are eligible to participate in the 401(k) savings plan the first day of the calendar month following completion of 30 days of continuous service if they have attained the age of 21 .

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The pretax income (loss) attributable to domestic and foreign operations was as follows:

April 26, 2025 April 27, 2024 April 29, 2023

May 2, 2026 April 26, 2025 April 27, 2024

Domestic $ 47,731 $ ( 13,407 ) $ 46,763

Foreign 10,603 7,556 7,288

(Loss) Income before income taxes $ ( 5,851 ) $ 54,051 $ 13,257

Income tax expense (benefit) consisted of the following:

April 26, 2025 April 27, 2024 April 29, 2023

Income (loss) before income taxes

$ 58,334 $ ( 5,851 ) $ 54,051

Income tax expense consisted of the following:

May 2, 2026 April 26, 2025 April 27, 2024

Federal $ ( 246 ) $ 6,819 $ 21,174

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$ 12,958 $ 4,270 $ 19,430

The reconciliation of the provision for income taxes and the amount computed by applying the federal statutory rate to income before income taxes is as follows:

April 26, 2025 April 27, 2024 April 29, 2023

Computed income tax expense at federal statutory rates $ ( 1,229 ) $ 11,351 $ 2,784

State taxes, net of federal benefit 819 3,771 731

Change in fair value on convertible debt 4,729 3,476 —

Change in valuation allowances 655 2,076 2,078

Research and development tax credit ( 1,025 ) ( 1,203 ) ( 684 )

In fiscal 2026, the Company retrospectively adopted ASU 2023-09, Improvements to Income Tax Disclosures.

The reconciliation of items accounting for the difference between income taxes computed at the United States federal statutory rate and the Company's effective rate for the fiscal years 2026, 2025, and 2024 is summarized as follows:

May 2, 2026 April 26, 2025 April 27, 2024

Amount Percent Amount Percent Amount Percent

Income (loss) before income taxes $ 58,334 $ ( 5,851 ) $ 54,051

Federal income tax expense at statutory rate 12,250 21.0 % ( 1,229 ) 21.0 % 11,351 21.0 %

State and local income tax, net of federal income tax effect (a) 1,750 3.0 % 664 ( 11.3 ) % 3,529 6.5 %

Foreign tax effects

Statutory tax rate difference between Canada and United States ( 96 ) ( 0.2 ) % ( 176 ) 3.0 % ( 123 ) ( 0.2 ) %

Ontario provincial income taxes

166 0.3 % 298 ( 5.1 ) % 207 0.4 %

Other provincial income taxes

10 — % 42 ( 0.7 ) % 36 0.1 %

Other ( 7 ) — % 19 ( 0.3 ) % 2 — %

Statutory tax rate difference between China and United States 263 0.5 % 130 ( 2.2 ) % 140 0.3 %

Other 52 0.1 % 42 ( 0.7 ) % 19 — %

Statutory tax rate difference between Ireland and United States ( 111 ) ( 0.2 ) % ( 59 ) 1.0 % ( 31 ) ( 0.1 ) %

Changes in valuation allowance ( 370 ) ( 0.6 ) % ( 85 ) 1.5 % ( 36 ) ( 0.1 ) %

Other 56 0.1 % 56 ( 1.0 ) % 48 0.1 %

Other Foreign Jurisdictions 90 0.2 % 66 ( 1.1 ) % 97 0.2 %

Effect of cross-border tax laws

GILTI (net of credit) 21 — % 72 ( 1.2 ) % 63 0.1 %

Foreign-derived intangible income (FDII)

Meals and entertainment 318 282 149

Stock compensation ( 853 ) ( 178 ) 262

Other, net 288 114 288

Write-down of Deferred Taxes 499 — —

Section 162(m) 142 — —

Effect of foreign tax rates different than statutory ( 81 ) 79 417

Change in uncertain tax positions 112 ( 35 ) ( 86 )

GILTI 79 19 6

Base Erosion Anti-Abuse Tax (BEAT) — — 87

Goodwill Impairment — — 551

55 0.1 % ( 87 ) 1.5 % ( 327 ) ( 0.6 ) %

Other 3 — % — — % — — %

Research & Development Tax Credit ( 717 ) ( 1.2 ) % ( 1,003 ) 17.1 % ( 1,203 ) ( 2.2 ) %

Other ( 67 ) ( 0.1 ) % ( 9 ) 0.2 % — — %

Changes in valuation allowance ( 288 ) ( 0.5 ) % 641 ( 11.0 ) % 2,117 3.9 %

Nontaxable or nondeductible items

Meals & entertainment

325 0.5 % 305 ( 5.2 ) % 270 0.5 %

Stock options

( 681 ) ( 1.2 ) % ( 853 ) 14.6 % ( 178 ) ( 0.3 ) %

Change in fair value of convertible debt

— — % 4,729 ( 80.9 ) % 3,476 6.4 %

IRC Section 162(m) limitation

143 0.2 % 142 ( 2.4 ) % — — %

Debt issuance costs amortization

— — % 425 ( 7.4 ) % — — %

Other 105 0.1 % 44 ( 0.8 ) % 23 — %

Change in uncertain tax positions, net

Change in FIN 48 Reserve 33 0.1 % 90 ( 1.5 ) % ( 35 ) ( 0.1 ) %

Other Reconciling Adjustments ( 27 ) — % 6 ( 0.1 ) % ( 15 ) — %

Effective Tax Rate

12,958 22.2 % 4,270 ( 73.0 ) % 19,430 35.9 %

(a) For the year ended May 2, 2026, state taxes in California, Florida, Maryland, Minnesota, New York, Pennsylvania and Wisconsin made up the majority (greater than 50 percent) of the tax effect in this category.

For the year ended April 26, 2025, state taxes in California, Minnesota, and Texas made up the majority (greater than 50 percent) of the tax effect in this

For the year ended April 27, 2024, state taxes in California, Massachusetts, Minnesota, New Jersey, New York, Pennsylvania and Wisconsin made up the majority (greater than 50 percent) of the tax effect in this category.

Our effective tax rate for fiscal 2026 was 22.2 percent.

The effective income tax rate for fiscal 2026 was primarily impacted due to the research and development credit, reversals of valuation allowances on Ireland net operating losses, and other permanent tax adjustments.

Our effective tax rate for fiscal 2025 was negative 73.0 percent.

The effective income tax rate for fiscal 2025 was primarily impacted due to the fair value adjustment to the Convertible Note that is not deductible for tax purposes.

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Additional other items impacting the rate were valuation allowances on equity investments, state taxes, as well as prior year provision to return adjustments reduced in part by tax benefits from permanent tax credits.

Our effective tax rate for fiscal 2023 was 48.7 percent.

During fiscal 2023, our effective income tax rate was impacted due to valuation allowances on equity investments and on foreign net operating losses in Ireland, goodwill impairments, state taxes, a mix of taxes in foreign countries where the tax rate is higher than the United States, and prior year provision to return adjustments reduced in part by tax benefits from permanent tax credits.

Cash paid for income taxes, net of refunds, received for fiscal years 2026, 2025, and 2024 was as follows:

May 2, 2026 April 26, 2025 April 27, 2024

Federal Taxes

$ 1,800 $ 12,500 $ 19,500

California 306 410 768

1,178 2,714 3,719

Foreign Taxes

Canada 474 418 326

Ontario, Canada 371 313 250

China 559 820 1,194

Other Foreign 436 631 695

Total cash paid for income taxes, net of refunds $ 5,124 $ 17,806 $ 26,452

The components of the net deferred tax assets were as follows:

April 26, 2025 April 27, 2024

May 2, 2026 April 26, 2025

Deferred tax assets:

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Accrued compensation and benefits 950 942

Capital loss carry forwards

Unrealized loss on foreign currency exchange 82 —

Net operating loss carry forwards 754 862

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Property and equipment ( 5,184 ) ( 5,904 )

Deferred software implementation costs ( 1,061 ) —

Lease accounting - right of use asset ( 1,058 ) ( 1,250 )

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The classification of the net deferred tax assets in the accompanying Consolidated Balance Sheets is:

April 26, 2025 April 27, 2024

May 2, 2026 April 26, 2025

Non-current assets $ 22,266 $ 32,104

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$ 22,244 $ 32,019

As of May 2, 2026, we had total valuation allowances against deferred tax assets of $ 7,214 , as compared to $ 7,887 as of April 26, 2025, representing an decrease of $ 673 during fiscal 2026.

The decrease in valuation allowance is attributed to reversals of valuation allowances primarily related to Ireland net operating losses as described below.

The majority of the valuation allowances are attributable to outside basis differences in equity method investments of $ 2,998 as well as capital losses of $ 3,700 which were generated during fiscal 2026 for the disposal of an equity method investment which essentially

was a recharacterization of the deferred tax asset and corresponding valuation allowance already in place.

A small portion of the total valuation allowances are related to foreign net operating loss carryforwards as described below.

We consider all positive and negative evidence available in determining the potential of realizing deferred tax assets, including past operating results and the forecast of future earnings, category of income, future taxable income, and prudent and feasible tax planning strategies.

If sufficient evidence of our ability to generate applicable taxable income in the jurisdictions in which we currently maintain a valuation allowance causes us to determine that our deferred tax assets are more likely than not realizable, we would release our valuation allowance, which would result in an income tax benefit being recorded in our Consolidated Statements of Operations.

As of May 2, 2026, we had foreign net operating loss (“NOL”) carryforwards of approximately $ 3,957 primarily related to our operations in Belgium and Ireland, which have indefinite lives.

A deferred tax asset has been recorded for all NOL carryforwards totaling approximately $ 752 .

However, due to uncertainty in future taxable income in Belgium, a valuation allowance has been recorded for $ 516 for the full amount of the Belgium NOL’s.

The valuation allowance on Ireland NOL’s was reversed during fiscal 2026 due to a return to profitability and future taxable income expected.

As of May 2, 2026, we have not accrued taxes related to the outside basis difference in our non-U.S.

subsidiaries, as we currently intend to indefinitely reinvest those earnings.

The determination of the deferred tax liability is not practical.

The summary of changes in the amounts related to unrecognized uncertain tax benefits are:

April 26, 2025 April 27, 2024

May 2, 2026 April 26, 2025

Balance at beginning of year $ 446 $ 356

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All of our unrecognized tax benefits would have an impact on the effective tax rate if recognized.

It is reasonably possible that the amount of unrecognized tax benefits could change due to one or more of the following events occurring in the next 12 months:

expiring statutes, audit activity, tax payments, or competent authority proceedings.

A statute of limitations relating to $ 69 of the unrecognized tax benefits (including interest) expires in the next 12 months.

The benefit will be recognized if the statute lapses with no further action taken by regulators.

Additionally, we recognized the release of $ 34 in unrecognized tax benefits related to the lapse of a statute of limitations in fiscal 2025.

We recognized the release of $ 69 in unrecognized tax benefits related to the lapse of a statute of limitations in fiscal 2026.

Interest and penalties incurred associated with uncertain tax positions are included in the “Income tax expense” line item in our Consolidated Statements of Operations.

Accrued interest and penalties are included in the related tax liability line item in our Consolidated Balance Sheets of $ 41 and $ 21 as of April 26, 2025 and April 27, 2024, respectively.

As of April 26, 2025, we had total valuation allowances against deferred tax assets of $ 7,887 , as compared to $ 7,197 as of April 27, 2024, representing an increase of $ 690 during fiscal 2025.

The increase in valuation allowance as well as the majority of the total balance is related to the outside basis difference and impairments in equity method investments.

A small portion of the total valuation allowances are related to foreign net operating loss carryfowards as described below.

We consider all positive and negative evidence available in determining the potential of realizing deferred tax assets, including their past operating results and the forecast of future earnings, category of income, future taxable income, and prudent and feasible tax planning strategies.

As of April 26, 2025, we had foreign net operating loss (“NOL”) carryforwards of approximately $ 4,876 primarily related to our operations in Belgium and Ireland, which have indefinite lives.

A deferred tax asset has been recorded for all NOL carryforwards totaling approximately $ 860 .

However, due to uncertainty in future taxable income, a valuation allowance has been recorded for the full amount of the asset.

Accrued interest and penalties are included in the related tax liability line item in our Consolidated Balance Sheets of $ 63 and $ 41 as of May 2, 2026 and April 26, 2025, respectively.

Additional tax information:

We are subject to United States federal income tax as well as income taxes of multiple state and foreign jurisdictions.

Fiscal years 2022, 2023, and 2024 remain open to federal tax examinations, and fiscal years 2021, 2022, 2023 and 2024 remain open for state income tax examinations.

Certain subsidiaries are also subject to income tax in several foreign jurisdictions which have open tax years varying by jurisdiction beginning in fiscal 2013.

Fiscal years 2023, 2024, and 2025 remain open to U.S.

federal tax examinations, and fiscal years 2022, 2023, 2024 and 2025 remain open for U.S.

state income tax examinations.

Certain subsidiaries are also subject to income tax in several non-U.S.

jurisdictions which have open tax years varying by jurisdiction beginning in fiscal 2015.

In the event of any future tax assessments, we have elected to record the income taxes and any related interest and penalties as income tax expense in our Consolidated Statements of Operations.

As of April 26, 2025, we had no deferred tax liability recognized relating to our investment in foreign subsidiaries where the earnings have been indefinitely reinvested.

The Tax Act of 2017 generally eliminates United States federal income taxes on dividends from foreign subsidiaries, and, as a result, the accumulated undistributed earnings would be subject only to other taxes, such as withholding taxes and state income taxes, on the distribution of such earnings.

No additional withholding or income taxes have been provided for any remaining undistributed foreign earnings not subject to the one-time deemed repatriation tax, as it is our intention for these amounts to continue to be indefinitely reinvested in foreign operations in all of our non-United States jurisdictions.

We regularly assess the likelihood of an adverse outcome resulting from examinations to determine the adequacy of our tax reserves.

As of May 2, 2026, we believe that it is more likely than not that the tax positions taken will be sustained upon the resolution of audits resulting in no material impact on our consolidated financial position and the results of operations and cashflows.

However, the final determination with respect to any tax audits, including any related litigation costs, settlements, penalties and/or interest assessments, could be materially different from our accruals and could have a material effect on our financial position, results of operations, and/or cash flows in the periods for which that determination is made.

In October 2021, the Organization for Economic Co-operation and Development (“OECD”)/G20 finalized the significant components of a two-pillar global tax reform plan, which has now been agreed to by the majority of OECD members.

Pillar Two requires multinational enterprises with annual global revenue exceeding €750 million to pay a global minimum tax of 15 percent.

We currently are under the compliance requirement thresholds as of April 26, 2025.

We will continue to evaluate the potential impact on future periods of the Pillar Two framework and the implementation of the Pillar Two rules in the jurisdictions in which we operate.

We anticipate being subject to the compliance requirements beginning in our fiscal year 2027.

We continue to evaluate the potential impact on future periods of the Pillar Two framework and the implementation of the

Pillar Two rules in the jurisdictions in which we operate.

We do not anticipate that Pillar Two compliance will have a material impact on our financial statements.

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

The OBBBA includes significant tax related provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions.

The OBBBA has multiple effective dates with the earliest provisions taking effect in fiscal 2026 and others beginning in fiscal 2027 and beyond.

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 May 2, 2026, there were no material impacts to our effective tax rate;

however, the OBBBA allows for the timing of certain deductions to be recognized in deferred taxes in the financial statements.

These include deductions for the bonus depreciation and Section 174 capitalization of domestic research and development costs.

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.

Cash Flow Information

The changes in operating assets and liabilities consisted of the following:

April 26, 2025 April 27, 2024 April 29, 2023

May 2, 2026 April 26, 2025 April 27, 2024

(Increase) decrease:

Account receivable $ 25,161 $ ( 7,733 ) $ ( 10,422 )

Accounts receivable

$ ( 26,029 ) $ 25,161 $ ( 7,733 )

Long-term receivables ( 917 ) ( 2,603 ) 620

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Supplemental disclosures of cash flow information consisted of the following:

April 26, 2025 April 27, 2024 April 29, 2023

May 2, 2026 April 26, 2025 April 27, 2024

Cash payments for:

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Non-cash impairment charges consisted of the following:

April 26, 2025 April 27, 2024 April 29, 2023

May 2, 2026 April 26, 2025 April 27, 2024

Non-cash impairment charges:

Equity investees impairment $ — $ — $ 6,359

Goodwill impairment — — 4,576

Total non-cash impairment charges $ — $ — $ 6,359

Supplemental schedule of non-cash investing and financing activities consisted of the following:

April 26, 2025 April 27, 2024 April 29, 2023

May 2, 2026 April 26, 2025 April 27, 2024

Purchases of property and equipment included in accounts payable $ 630 $ 2,320 $ 1,628

Contributions of common stock under the ESPP 1,382 1,192 1,200

Debt issuance costs — — 2,875

Settlement of convertible note — 64,366 —

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The total carrying value of long-term marketing obligations as reported in our Consolidated Balance Sheets within other long-term obligations approximates fair value and has been categorized as a level 2 fair value measurement.

The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis as of April 26, 2025 and April 27, 2024 according to the valuation techniques we used to determine their fair values.

The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis as of May 2, 2026 and April 26, 2025 according to the valuation techniques we used to determine their fair values.

There have been no transfers of assets or liabilities among the fair value hierarchies presented.

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Level 1 Level 2 Level 3 Total

Balance as of April 26, 2025:

Balance as of May 2, 2026:

Cash and cash equivalents $ 131,639 $ — $ — $ 131,639

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Cash and cash equivalents $ 127,507 $ — $ — $ 127,507

Restricted cash 379 — — 379

Convertible note — — ( 41,550 ) ( 41,550 )

$ 127,507 $ — $ — $ 127,507

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The carrying amount approximates fair value.

Restricted cash :

Consists of cash and cash equivalents held in bank deposit accounts to secure issuances of foreign bank guarantees.

The fair value of restricted cash was measured using quoted market prices in active markets.

The carrying amount approximates fair value.

Convertible Note :

We elected to value the Convertible Note at fair value in accordance with ASC 825-10-15-4(a) because of the embedded derivatives contained in the Convertible Note.

The fair value of the Convertible Note was estimated using a binomial lattice model.

Binomial lattice allows for the examination of the value to a holder and understanding the investment decision that would occur at each node.

The fair value of the Convertible Note entered into during the first quarter of fiscal 2024 was classified as Level 3 because certain inputs for the valuation were not readily determinable or observable.

As of April 26, 2025, the Convertible Note had been fully converted and paid.

Non-recurring measurements:

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Derivative Financial Instruments

We utilize derivative financial instruments to manage the economic impact of fluctuations in currency exchange rates on those transactions denominated in currencies other than our functional currency, which is the United States dollar.

We enter into currency forward contracts to manage these economic risks.

We periodically utilize derivative financial instruments to manage the economic impact of fluctuations in currency exchange rates on those transactions denominated in currencies other than our functional currency, which is the United States dollar.

When we utilize such instruments, we enter into currency forward contracts to manage these economic risks.

We account for all derivatives in the Consolidated Balance Sheets within accounts receivable or accounts payable measured at fair value, and changes in fair values are recognized in earnings unless specific hedge accounting criteria are met for cash flow or net investment hedges.

As of April 26, 2025 and April 27, 2024, we had not designated any of our derivative instruments as accounting hedges, and thus we recorded the changes in fair value in the “Other expense and debt issuance costs write-off, net” line item in the Consolidated Statements of Operations.

There were no foreign currency agreements outstanding as of April 26, 2025 and April 27, 2024.

As of May 2, 2026 and April 26, 2025, we had not designated any of our derivative instruments as accounting hedges, and thus we recorded the changes in fair value in the “Other expense, net” line item in the Consolidated Statements of Operations.

There were no foreign currency agreements outstanding as of May 2, 2026 and April 26, 2025.

Commitments and Contingencies

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We do not record an accrual when the likelihood of loss being incurred is probable, but the amount cannot be reasonably estimated, or when the loss is believed to be only reasonably possible or remote, although disclosures will be made for material matters as required by ASC 450-20, Contingencies - Loss Contingencies .

Our assessment of whether a loss is reasonably possible or probable is based on our assessment and consultation with legal counsel regarding the ultimate outcome of the matter following all appeals.

Our assessment of whether a loss is reasonably possible or probable is based on management’s assessment and consultation with legal counsel regarding the ultimate outcome of the matter following all appeals.

For other unresolved legal proceedings or claims, we do not believe there is a reasonable probability that any material loss would be incurred.

Accordingly, no material accrual or disclosure of a potential range of loss has been made related to these matters.

Accordingly, no material accrual or disclosure of potential loss range have been made related to these matters.

We do not expect the ultimate liability of these unresolved legal proceedings or claims to have a material effect on our financial position, liquidity, or capital resources.

Nature of Business and Summary of Significant Accounting Policies” for more information regarding warranties.

Changes in our warranty obligation for the fiscal years ended April 26, 2025 and April 27, 2024 consisted of the following:

April 26, 2025 April 27, 2024

Changes in our warranty obligation for the fiscal years ended May 2, 2026 and April 26, 2025 consisted of the following:

May 2, 2026 April 26, 2025

Beginning accrued warranty obligations $ 35,830 $ 37,928

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Performance guarantees:

We have entered into standby letters of credit, bank guarantees, and surety bonds with financial institutions relating to the guarantee of our future performance on contracts, primarily construction-type contracts.

As of April 26, 2025, we had $ 57,792 of bonded work outstanding and $ 3,393 in letters of credit outstanding.

We have entered into standby letters of credit, bank guarantees, and surety bonds with financial institutions to support our contractual obligations, primarily related to construction-type contracts.

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

As of May 2, 2026, we had $ 48,987 of bonded work outstanding and $ 1,905 in letters of credit outstanding.

Performance guarantees are issued to certain customers to guarantee the operation and installation of the equipment and our ability to complete a contract.

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We make efforts to negotiate reasonable caps and limitations on the recovery of such damages.

As of April 26, 2025, we were not aware of any indemnification claim from a customer.

As of May 2, 2026, we were not aware of any indemnification claim from a customer.

Purchase commitments:

From time to time, we commit to purchase inventory, advertising, cloud-based information systems, information technology maintenance and support services, and various other products and services over periods that extend beyond one year.

As of April 26, 2025, we were obligated under the following unconditional purchase commitments:

As of May 2, 2026, we were obligated under the following unconditional purchase commitments:

Fiscal years ending Amount

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Related Party Transactions

The Board of Directors has adopted a written policy and procedures with respect to related party transactions, which the Audit Committee oversees.

Under the policy, a “related party transaction” is generally defined as a transaction, arrangement, or relationship in which the Company was, is or will be a participant;

Daktronics Related Person Transaction Policy:

The Board of Directors has adopted the Daktronics Related Person Transaction Policy (the “Policy”), a written policy and procedures with respect to related party transactions, that the Audit Committee of the Board (the "Audit Committee") oversees.

Under the Policy, a “Related Person Transaction” is generally defined as a transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) in which the Company was, is, or will be a participant;

the amount involved exceeds $ 120 ;

and in which any “related person” had, has or will have a direct or indirect material interest.

The policy generally defines a “related person” as a Director, executive officer or beneficial owner of more than five percent of any class of our voting securities and any immediate family member of any of the foregoing persons.

The Audit Committee reviews and, if appropriate, approves related party 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 party transaction that is ongoing.

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 our Annual Report on Form 10-K for the fiscal year ended April 27, 2024, effective on May 11, 2023, the Company entered into the Securities Purchase Agreement, dated as of May 11, 2023, with the Holder of the Convertible Note.

Under the Securities Purchase Agreement, the Company sold and issued to the Holder the Convertible Note in exchange for the payment by the Holder to the Company of $ 25,000 .

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

2 to the Schedule 13D filed by the Holder and its affiliates named therein on May 15, 2023 with the SEC, the Holder and its affiliates beneficially owned 4,768 shares of common stock of the Company, representing 9.99 percent of the Company’s common stock, causing the Holder to be a “related party” of the Company under the Company’s written policy and procedures and the applicable definitions under the Securities Act of 1933, as amended (the “Securities Act”).

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

During fiscal 2025, due to the conversion of the amounts due under the Convertible Note into shares of our common stock

and the payment of interest, all amounts due and payable under the Convertible Note were paid and satisfied, and, as of April 26, 2025, there were no amounts outstanding under the Convertible Note.

The description of the Securities Purchase Agreement, the Convertible Note, the Pledge and Security Agreement, and the Registration Rights Agreement dated as of May 11, 2023 by and between the Holder and the Company and their respective terms set forth 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 Company’s Annual Report on Form 10-K for the fiscal year ended April 27, 2024 is hereby incorporated by reference into this Report.

In addition, the Company is a party to the Standstill and Voting Agreement dated as of March 19, 2023 with Alta Fox Management, LLC and Connor Haley (the “Standstill Agreement”), who are affiliates of the Holder.

The Standstill Agreement is filed as an Exhibit to this Form 10-K.

As described in Amendment No.

2 (“Amendment No.

2”) to the Schedule 13D filed with the SEC by the Holder and its affiliates named therein March 5, 2025, the following persons may be deemed to be beneficial owners of the shares of the Company’s common stock beneficially owned by the Holder:

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

and any “Related Person” had, has, or will have a direct or indirect material interest.

The Policy generally defines a "Related Person" as:

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;

or any immediate family member of any of the foregoing persons.

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.

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

Our Vice President of Commercial and High School Park and Recreation, is the brother-in-law of the Company’s Chief Data and Analytics Officer and executive officer, and is therefore considered a related person under the Policy.

Transactions with Alta Fox Opportunities:

Effective May 11, 2023, the Company entered into a Securities Purchase Agreement with Alta Fox Opportunities Fund, LP (“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").

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.

Financing Agreements” of the Notes to our Consolidated Financial Statements included in this Form 10-K.

Alta Fox Opportunities reported in Amendment No.

2 to the Schedule 13D filed with the Securities and Exchange Commission (“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;

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.

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, 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.

2, the Holder owns 5,974 shares of our common stock, representing 11.79

percent of our outstanding shares of common stock.

Thus, Alta Fox is subject to the Policy and the applicable provisions of the Securities Act and the rules promulgated thereunder.

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.

As a result of this appointment, Mr.

Kurtenbach is considered a related party under ASC 850 - Related Party Disclosures .

The Company continues to monitor this relationship to ensure appropriate governance and disclosure in accordance with applicable accounting standards.

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

5 to the Schedule 13D filed by Alta Fox Opportunities 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, 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 from the Board.

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, 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.:

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

The total value of the change order was $ 214 .

A member of the Board of Directors is the President of Milwaukee Bucks Inc.

During fiscal 2024, the Company and the South Dakota Board of Regents entered into contracts for video display systems for Dakota State University.

The amount of the contracts was $ 1,178 .

A member of the Board of Directors is the President of Dakota State University.

Nature of Business and Summary of Significant Accounting Policies” of the Notes to our Consolidated Financial Statements included in this Form 10-K for further details of related party transactions with our investments in the Affiliate Notes issued by our affiliates.

Subsequent Events

Related Party.

As described in Amendment No.

3 (“Amendment No.

3”) to the Schedule 13D filed with the SEC by the Holder and its affiliates named therein May 29, 2025, the following persons may be deemed to be beneficial owners of the shares of the Company’s common stock beneficially owned by the Holder:

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

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;

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.

According to Amendment No.

3, the Holder owns 4,974 shares of our common stock, representing 9.9 percent of our outstanding shares of common stock.

Thus, transactions with Alta Fox remain subject to our related party policy and the applicable provisions of the Securities Act and the rules promulgated thereunder.

On April 29, 2025, the Company entered into a contract with Milwaukee Bucks Inc.

The total value of the contract was $ 683 .

A member of the Board of Directors is the President of Milwaukee Bucks Inc.

Subsequent to fiscal year-end, the United States government announced a significant reduction in tariffs on imports from the People’s Republic of China.

On May 12, 2025, the United States and China reached an agreement to reduce reciprocal tariffs, with the United States lowering its tariff rate on certain Chinese imports from 145 percent to 30 percent.

As of April 26, 2025, the Company had incorporated the previously announced 170 percent tariff rate that existed at that time into its financial estimates and operational planning.

These estimates were based on the best information available at the time and reflected management’s judgment regarding the potential impact of the elevated tariff environment.

The tariff assumptions were particularly relevant to the Company’s evaluation of estimated contract costs and estimated contract margins related to when revenue is recognized over time, because projected costs and pricing strategies are sensitive to changes in input costs, including tariffs.

Although the subsequent reduction in tariffs represents a temporary favorable development, the Company has not made any adjustments to its financial statements for the year ended April 26, 2025.

The Company will continue to monitor the evolving trade environment and assess its implications for future periods.

For additional information about tariffs and management’s assessment of their potential impact on the Company, please refer to “Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operation” in this Form 10-K.

Financing Agreements.

On June 10, 2025, we entered into the Fourth Amendment, which, among other changes, amends the Credit Agreement to permit the Company to secure 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:

(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:

(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;

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

As of April 26, 2025, there were no Borrowings (as defined in the Credit Agreement) outstanding under the Credit Agreement, and the aggregate balance under all Letters of Credit outstanding was approximately $ 3,393 , none of which was attributable to the Specified Letters of Credit.

The terms of both of the above-referenced arrangements between the Company and Milwaukee Bucks Inc.

were arm’s-length transactions made in the ordinary course of the Company’s business.

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

at the time of these transactions.

Subsequent Events

Share Repurchases.

On June 23, 2025, our Board of Directors approved the repurchase of an additional $ 10,000 of the Company’s outstanding shares of common stock under the stock repurchase program for a maximum authorized value of $ 60,000 .

For additional information, see see “Note 8.

On June 22, 2026, our Board of Directors authorized an additional $ 25,897 under the Repurchase Program, resulting in a total amount of $ 40,000 available under the Repurchase Program as of the date of the authorization.

For additional information, see “Note 9.

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

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What changed 10-K

Item 8. Financial Statements and Supplementary Data