What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-06-24 compared with 2025-06-25 · 108 added, 112 removed, 117 unchanged (65% of the section changed)

2 unchanged sentences

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

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

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

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

As of May 2, 2026, an evaluation was performed, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

Based upon that evaluation, our principal executive officer and principal financial officer concluded that as of May 2, 2026, our disclosure controls and procedures were effective at the reasonable assurance level to ensure information required to be disclosed in this Form 10-K was recorded, processed, summarized and reported within the time period required by the SEC’s rules and forms and accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Our principal executive officer and principal financial officer believe the Consolidated Financial Statements included in this Form 10-K fairly represent, in all material respects, our financial condition, results of operations, and cash flows as of and for the periods presented in accordance with GAAP.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Accordingly, even effective internal control over financial reporting can only provide reasonable assurance of achieving its control objectives.

We have confidence in our internal controls and procedures.

Nevertheless, our management, including our principal executive officer and principal financial officer, does not expect that our disclosure procedures and controls or our internal controls will prevent all errors or intentional fraud.

An internal control system, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of such internal controls are met.

Further, the design of an internal control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

As a result of the inherent limitations in all internal control systems, no evaluation of controls can provide absolute assurance that all our control issues and instances of fraud, if any, have been detected.

Management’s Report on Internal Control Over Financial Reporting

1 unchanged sentence

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

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

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

The effectiveness of our internal control over financial reporting as of April 26, 2025 has been audited by Deloitte & Touche, LLP, our independent registered public accounting firm, as stated in their report, which is included in this Annual Report on Form 10-K.

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

Based on our evaluation under the criteria in the 2013 Framework, our management concluded our internal control over financial reporting was effective as of May 2, 2026.

The effectiveness of our internal control over financial reporting as of May 2, 2026 has been audited by Deloitte & Touche, LLP, our independent registered public accounting firm, as stated in their report, which is included in this Form 10-K.

Changes in Internal Control Over Financial Reporting

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

By /s/ Brad T.

Wiemann By /s/ Howard I.

Wiemann Howard I.

Interim Chief Executive Officer Acting Chief Financial Officer

During the quarter ended May 2, 2026, there have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

By /s/ Ramesh Jayaraman By /s/ Howard I.

Ramesh Jayaraman Howard I.

Chief Executive Officer Acting Chief Financial Officer

June 24, 2026 June 24, 2026

An internal control system, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of such internal controls are met.

Further, the design of an internal control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

2 unchanged sentences

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

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

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

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended April 26, 2025 of the Company and our report dated June 25, 2025 expressed an unqualified opinion on those financial statements.

and subsidiaries (the “Company”) 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 (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 2, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended May 2, 2026, of the Company and our report dated June 24, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion the Company’s internal control over financial reporting based on our audit.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

15 unchanged sentences

OTHER INFORMATION

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

During the fiscal quarter ended May 2, 2026, none of the Company’s directors or “officers,” as such term is defined in Rule 16a-1(f) of the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as such terms are defined in paragraphs (a) and (c), respectively, of Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

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

We have adopted the “Daktronics, Inc.

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

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

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

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

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

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

The information required by this Item 10, with the exception of information relating to the Daktronics, Inc.

Insider Trading Policy (the “Insider Trading Policy”) and the Daktronics Global Code of Conduct (the “Code of Conduct”) disclosed below, will be included under the captions “Proposal One – Election of Directors,” “Corporate Governance,” “Delinquent Section 16(a) Reports,” in our definitive proxy statement for our 2026 annual meeting of stockholders (the “Proxy Statement”) to be filed within 120 days after our most recent fiscal year-end.

No material changes have been made to the procedures by which shareholders of the Company may recommend nominees to our Board of Directors since those procedures were disclosed in our proxy statement relating to our 2025 Annual Shareholders' Meeting as previously filed with the SEC.

The information regarding the Audit Committee, its members, and “Audit Committee Financial Experts” is incorporated by reference to the information to be contained in the Proxy Statement under the caption “Corporate Governance – Committees of the Board.”

We have adopted insider trading policies and procedures, as required by Item 408(b) of Regulation S‑K, in the form of the Insider Trading Policy, which governs the purchase, sale and other dispositions of the Company’s securities by all of our directors, officers, and employees and their family members.

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

It prohibits our directors, officers, and employees from trading securities of any company, including Daktronics, while in possession of material non-public information, and also prohibits directors, executive officers, and certain specified employees (the “Covered Persons”) from buying, selling, or gifting Daktronics securities even if not in possession of such information during certain trading blackout periods.

It also prohibits the Covered Persons from effecting short sales of Daktronics securities and from engaging in hedging transactions and purchasing or selling derivative securities, such as puts and calls, relating to Daktronics securities.

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

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

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

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

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

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

2 unchanged sentences

EXECUTIVE COMPENSATION

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

Information regarding the compensation of our directors and officers for the fiscal year ended May 2, 2026 and appearing in the Proxy Statement under the headings “Proposal One - Election of Directors,” “Corporate Governance,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” and “Executive Compensation” (excluding the information under the heading “Pay Versus Performance Table”) is incorporated herein by reference.

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

3 unchanged sentences

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

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

The amount to be recovered will be the

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

For purposes of the Clawback Policy, the term “Incentive Compensation” means

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

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

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

The security ownership of certain beneficial owners and management will be contained in the Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management” and information regarding securities authorized for issuance under our equity compensation plans will be contained in the Proxy Statement under the heading “Executive Compensation - Securities Authorized for Issuance Under Equity Compensation Plans” and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Information required by this item is incorporated by reference from the sections entitled “Proposal One – Election of Directors – Independent Directors” and “Corporate Governance - Compensation Committee Interlocks and Insider Participation” that will be contained in our Proxy Statement.

Information required by this item is incorporated by reference from the sections entitled “Proposal One – Election of Directors – Independent Directors” and “Corporate Governance - Certain Relationships and Related Person Transactions” that will be contained in the Proxy Statement.

See “Note 18.

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

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

PRINCIPAL ACCOUNTANT FEES AND SERVICES

4 unchanged sentences

Report of Independent Registered Public Accounting Firm - Deloitte & Touche LLP

Consolidated Balance Sheets as of April 26, 2025 and April 27, 2024

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

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

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

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

Consolidated Balance Sheets as of May 2, 2026 and April 26, 2025

Consolidated Statements of Operations for each of the three fiscal years ended May 2, 2026, April 26, 2025 and April 27, 2024

Consolidated Statements of Comprehensive Income (Loss) for each of the three fiscal years ended May 2, 2026, April 26, 2025 and April 27, 2024

Consolidated Statements of Stockholders’ Equity for each of the three fiscal years ended May 2, 2026, April 26, 2025 and April 27, 2024

Consolidated Statements of Cash Flows for each of the three fiscal years ended May 2, 2026, April 26, 2025 and April 27, 2024

Notes to the Consolidated Financial Statements

(2) Schedules

(2) Financial Statement Schedules

Other schedules are omitted because they are not required or are not applicable or because the required information is included in the financial statements listed above.

3 unchanged sentences

001-38747 unless otherwise indicated.

Plan of Conversion of Daktronics, Inc.

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

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

1) of Daktronics, Inc.

filed on December 21, 2018).

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

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

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

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

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

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

and Equiniti Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed with the SEC on November 16, 2018).

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

4 unchanged sentences

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

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

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K filed with the SEC on June 25, 2025).

Daktronics, Inc.

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

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

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

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

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

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

Standstill and Voting Agreement dated as of March 19, 2023 by and among Daktronics, Inc., Alta Fox Management, LLC and Connor Haley (incorporated by reference to Exhibit 10.1 filed with the Current Report on Form 8-K of Daktronics, Inc.

filed on March 20, 2023).

Credit Agreement dated as of May 11, 2023 by and among Daktronics, Inc.

and the other Borrowers;

the other Loan Parties to the Credit Agreement;

the Lenders party to the Credit Agreement;

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

filed on May 12, 2023).

Pledge and Security Agreement dated as of May 11, 2023 by and among Daktronics, Inc., Daktronics Installation, Inc., and JPMorgan Chase Bank, N.A.

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

filed on May 12, 2023).

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

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

filed on May 12, 2023).

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

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

filed on May 12, 2023).

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

filed on May 12, 2023).

2025 Stock Incentive Plan (“2025 Plan”) (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on August 14, 2025).*

Form of Restricted Stock Award Agreement under the 2025 Plan (incorporated by reference to Exhibit 10.3 filed to our Quarterly Report on Form 10-Q filed with the SEC on December 10, 2025).*

Form of Non-Qualified Stock Option Agreement Terms and Conditions under the 2025 Plan (incorporated by reference to Exhibit 10.4 filed to our Quarterly Report on Form 10-Q filed with the SEC on December 10, 2025).*

Form of Incentive Stock Option Terms and Conditions under the 2025 Plan (incorporated by reference to Exhibit 10.5 filed to our Quarterly Report on Form 10-Q filed with the SEC on December 10, 2025).*

Form of Restricted Stock Unit Notice and Agreement under the 2025 Plan (incorporated by reference to Exhibit 10.6 filed to our Quarterly Report on Form 10-Q filed with the SEC on December 10, 2025).*

Form of Performance Stock Unit Notice and Agreement under the 2025 Plan (incorporated by reference to Exhibit 10.7 filed to our Quarterly Report on Form 10-Q filed with the SEC on December 10, 2025).*

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

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

filed on May 12, 2023).

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

filed on May 12, 2023).

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

and the other Borrowers;

the other Loan Parties to the Credit Agreement;

the Lenders party to the Credit Agreement;

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

filed on August 29, 2024).

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

filed with the SEC on May 12, 2023).

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

filed with the SEC on May 12, 2023).

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

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

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

filed on March 3, 2025).

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

filed with the SEC on March 3, 2025).

First Amendment to Cooperation Agreement, dated as of October 24, 2025, by and between Daktronics, Inc.

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

Connor Haley (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2025).

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

4 unchanged sentences

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

First Amendment to Consulting Agreement, dated as of October 30, 2025, by and between Reece A.

Kurtenbach and Daktronics, Inc.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2025).*

Second Amendment to the Consulting Agreement, effective February 1, 2026, by and between Reece A.

Kurtenbach and Daktronics, Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 2, 2026).*

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

7 unchanged sentences

Daktronics, Inc.

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

Consent and Amendment No.

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

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

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

filed on June 25, 2025).

Amended and Restated Termination Agreement and General Release of Claims, effective as of February 1, 2026, by and between Bradley T.

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

filed on February 20, 2026).

Credit Agreement, dated as of November 26, 2025, among Daktronics, Inc., the other Borrowers thereto, the other Loan Parties thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 3, 2025).

Pledge and Security Agreement, dated as of November 26, 2025, by and among Daktronics, Inc., Daktronics Installation, Inc., the other Grantors thereto, and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Secured Parties (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 3, 2025).

Letter Agreement, dated as of November 25, 2025, by and between Daktronics, Inc.

and Ramesh Jayaraman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 3, 2025).*

Separation and Release Agreement, effective January 31, 2026, by and between Carla S.

Gatzke and Daktronics, Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 21, 2026).*

Consulting Agreement, effective January 31, 2026, by and between Carla S.

Gatzke and Daktronics, Inc.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 21, 2026).*

Daktronics, Inc.

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

Insider Trading Policy (1)

21.1 Subsidiaries of the Company.

1 unchanged sentence

24 Power of Attorney.

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

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

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

31.2 Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(1)

32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.

4 unchanged sentences

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

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

101 The following financial information from the Form 10-K, formatted in Inline Extensible Business Reporting Language (iXBRL):

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

3 unchanged sentences

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

** Paper Filing

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

All Sport ® , Camino ® , Daktronics ® , D ® , DataTime ® , Fuelight ™ , Fuelink ™ , Galaxy ® , Matside ® , Show Control ® , Vanguard ® , and Venus ® are trademarks of Daktronics, Inc.

All other trademarks referenced are the intellectual property of their respective companies.

2 unchanged sentences

DAKTRONICS, INC.

Interim President & Chief Executive Officer

/s/ Ramesh Jayaraman

President & Chief Executive Officer

(Principal Executive Officer)

1 unchanged sentence

Acting Chief Financial Officer

(Principal Financial Officer)

/s/ Sheila M.

Chief Accounting Officer

(Principal Accounting Officer)

(Principal Financial Officer and Principal Accounting Officer)

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

Signature Title Date

By /s/ Shereta D.

Williams Director June 25, 2025

By /s/ Lance D.

By /s/ Howard I.

Atkins Director June 24, 2026

By /s/ Mark F.

Bowser Director June 24, 2026

Bultena Director June 24, 2026

By /s/ Peter Feigin Director June 24, 2026

By /s/ John P.

Friel Director June 24, 2026

By /s/ Neil D.

Glat Director June 24, 2026

José-Marie Griffiths Director June 24, 2026

José-Marie Griffiths

By /s/ Reece A.

Kurtenbach Director June 25, 2025

By /s/ Ramesh Jayaraman Director June 24, 2026

Ramesh Jayaraman

By /s/ Andrew D.

Siegel Director June 24, 2026

By /s/ John P.

Friel Director June 25, 2025

By /s/ Kevin P.

McDermott Director June 25, 2025

By /s/ Howard I.

Atkins Director June 25, 2025

By /s/ Peter Feigin Director June 25, 2025

By /s/ Shereta D.

Williams Director June 24, 2026

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

What changed 10-K

Item 9A. Controls and Procedures