UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November~~January 131, ~~2025~~2026

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___.

Commission File Number: 001-38747

Daktronics, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware			46-0306862
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

201 Daktronics Drive	Brookings,	SD	57006
(Address of Principal Executive Offices) (Zip Code)

(605) 692-0200

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00001 per share	DAKT	Nasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer			o
Accelerated filer			x
Non-accelerated filer			o
Smaller reporting company			o
Emerging growth company			o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of the registrant’s common stock outstanding as of ~~December~~February 123, ~~2025~~2026 was 48,~~747~~298,~~817~~110.

Table of Contents

DAKTRONICS, INC. AND SUBSIDIARIES

FORM 10-Q

For the Quarter Ended ~~November~~January 131, ~~2025~~2026

Table of Contents

		Page
Part I.	Financial Information	1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of November 1, 2025 and April 26, 2025	1
	Condensed Consolidated Balance Sheets as of January 31, 2026 and April 26, 2025	1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended November 1, 2025 and October 26, 2024	3
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended January 31, 2026 and January 25, 2025	3
	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended November 1, 2025 and October 26, 2024	4
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended January 31, 2026 and January 25, 2025	4
	Condensed Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended November 1, 2025 and October 26, 2024	5
	Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended January 31, 2026 and January 25, 2025	5
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended November 1, 2025 and October 26, 2024	7
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended January 31, 2026 and January 25, 2025	7
	Notes to the Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2423
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3836
Item 4.	Controls and Procedures	3836
Part II.	Other Information	3936
Item 1.	Legal Proceedings	3937
Item 1A.	Risk Factors	3937
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3937
Item 3.	Defaults Upon Senior Securities	4038
Item 4.	Mine Safety Disclosures	4038
Item 5.	Other Information	4038
Item 6.	Exhibits	4038
Index to Exhibits		4139
Signatures		4240

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

DAKTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data) (unaudited)

	November 1,2025		April 26,2025
	January 31,2026		April 26,2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	~~149~~144,~~604~~424	$	127,507
Accounts receivable, net	~~129~~114,~~355~~326		92,762
Inventories	~~101~~103,~~104~~596		105,839
Contract assets	3448,~~602~~314		41,169
Current maturities of long-term receivables	3,~~462~~599		2,437
Prepaid expenses and other current assets	1110,~~686~~929		8,520
Income tax receivables	~~417~~608		3,217
Total current assets	~~430~~425,~~230~~796		381,451
Property and equipment, net	64,~~641~~208		73,884
Long-term receivables, less current maturities	21,~~552~~862		1,030
Goodwill	3,~~168~~710		3,188
Intangibles, net	~~431~~3,371		568
Debt issuance costs, net	~~669~~—		1,289
Right of use, investment in affiliates, and other assets	1417,~~370~~077		9,378
Deferred income taxes	3230,~~333~~352		32,104
TOTAL ASSETS	$	~~548~~546,~~394~~376	$	502,892

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DAKTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (continued)

(in thousands, except per share data) (unaudited)

	November 1,2025		April 26,2025
	January 31,2026		April 26,2025
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	1,~~500~~150	$	1,500
Accounts payable	6163,~~055~~571		46,669
Contract liabilities	6965,~~012~~847		69,050
Accrued expenses	4445,~~670~~790		41,705
Warranty obligations	12,~~404~~514		12,706
Income taxes payable	42,~~005~~684		375
Total current liabilities	~~192~~191,~~646~~556		172,005
Long-term warranty obligations	24,~~651~~884		23,124
Long-term contract liabilities	19,~~476~~985		18,421
Other long-term obligations	46,~~287~~224		6,839
Long-term debt, net	9,~~799~~902		10,487
Deferred income taxes	8487		85
Total long-term liabilities	5861,~~297~~082		58,956
STOCKHOLDERS' EQUITY:
Preferred Shares, $0.00001 par value, authorized 5,000 shares; no shares issued and outstanding	—		—
Common stock, $0.00001 par value, authorized 115,000 shares; 53,400 and 53,030 shares issued as of November 1, 2025 and April 26, 2025, respectively	—		—
Common stock, $0.00001 par value, authorized 115,000 shares; 53,565 and 53,030 shares issued as of January 31, 2026 and April 26, 2025, respectively	—		—
Additional paid-in capital	~~193~~195,~~106~~552		189,940
Retained earnings	~~161~~164,~~861~~871		127,910
Treasury stock, at cost, 4,724 and 3,979 shares as of November 1, 2025 and April 26, 2025, respectively	(51,975)		(39,759)
Treasury stock, at cost, 5,272 and 3,979 shares as of January 31, 2026 and April 26, 2025, respectively	(62,536)		(39,759)
Accumulated other comprehensive loss	(54,~~541~~149)		(6,160)
TOTAL STOCKHOLDERS' EQUITY	~~297~~293,~~451~~738		271,931
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	~~548~~546,~~394~~376	$	502,892

See notes to Condensed Consolidated Financial Statements.

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DAKTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	Three Months Ended				~~Six~~Nine Months Ended
	November 1,2025		October 26,2024		November 1,2025		October 26,2024
	January 31,2026		January 25,2025		January 31,2026		January 25,2025
Net sales	$	~~229~~181,~~253~~871	$	~~208~~149,~~331~~507	$	~~448~~630,~~225~~096	$	~~434~~583,~~419~~926
Cost of sales	~~167~~138,~~428~~242		~~152~~112,~~468~~726		~~321~~459,~~328~~570		~~318~~431,~~858~~584
Gross profit	6143,~~825~~629		5536,~~863~~781		~~126~~170,~~897~~526		~~115~~152,~~561~~342
Operating expenses:
Selling	1615,~~056~~335		14,~~704~~471		3248,~~890~~225		3044,~~340~~811
General and administrative	1315,~~762~~844		1516,~~550~~498		2843,~~057~~901		2743,~~273~~771
Product design and development	10,~~444~~528		9,~~839~~440		2131,~~115~~643		1928,~~462~~902
	40,262		40,093		82,062		77,075
	41,707		40,409		123,769		117,484
Operating income	21,563		15,770		44,835		38,486
Operating income (loss)	1,922		(3,628)		46,757		34,858
Nonoperating income (expense):
Interest income (expense), net	~~558~~1,072		~~273~~508		12,~~451~~523		~~202~~710
Change in fair value of convertible note	—		10(14,~~304~~083)		—		(1125,~~286~~369)
Other expense, net	(259)		(1,164)		(2,201)		(1,999)
Other income (expense), net	518		(613)		(1,683)		(2,612)
Income before income taxes	21,862		25,183		44,085		25,403
Income (loss) before income taxes	3,512		(17,816)		47,597		7,587
Income tax expense	4,381		3,777		10,134		8,943
Income tax expense (benefit)	502		(660)		10,636		8,283
Net income	$	17,481	$	21,406	$	33,951	$	16,460
Net income (loss)	$	3,010	$	(17,156)	$	36,961	$	(696)
Weighted average shares outstanding:
Basic	48,~~565~~489		4647,~~796~~764		48,~~767~~696		46,~~576~~944
Diluted	49,~~391~~257		5147,~~715~~764		49,~~608~~528		4746,~~507~~944
Earnings per share:
Basic	$	0.3606	$	(0.4636)	$	0.7076	$	(0.3501)
Diluted	$	0.3506	$	(0.2236)	$	0.6875	$	(0.3501)

See notes to Condensed Consolidated Financial Statements.

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DAKTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)

	Three Months Ended				~~Six~~Nine Months Ended
	November 1,2025		October 26,2024		November 1,2025		October 26,2024
	January 31,2026		January 25,2025		January 31,2026		January 25,2025
Net income	$	17,481	$	21,406	$	33,951	$	16,460
Net income (loss)	$	3,010	$	(17,156)	$	36,961	$	(696)
Other comprehensive income:
Other comprehensive income (loss):
Cumulative translation adjustments	~~330~~1,392		~~314~~(1,320)		~~609~~2,001		~~442~~(878)
Unrealized gain on available-for-sale securities, net of tax	10		20		10		20
Unrealized gain (loss) on available-for-sale securities, net of tax	—		(9)		10		11
Total other comprehensive income, net of tax	340		334		619		462
Total other comprehensive income (loss), net of tax	1,392		(1,329)		2,011		(867)
Comprehensive income	$	17,821	$	21,740	$	34,570	$	16,922
Comprehensive income (loss)	$	4,402	$	(18,485)	$	38,972	$	(1,563)

See notes to Condensed Consolidated Financial Statements.

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DAKTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands)

(unaudited)

	Common Stock							Treasury Stock
	Number	Amount		Additional Paid-In Capital		Retained Earnings		Number	Amount		Accumulated Other Comprehensive Loss		Total
Balance as of April 26, 2025	53,030	$	—	$	189,940	$	127,910	(3,979)	$	(39,759)	$	(6,160)	$	271,931
Net income	—	—		—		16,470		—	—		—		16,470
Cumulative translation adjustments	—	—		—		—		—	—		279		279
Share-based compensation	—	—		947		—		—	—		—		947
Exercise of stock options	18	—		128		—		—	—		—		128
Employee savings plan activity	60	—		648		—		—	—		—		648
Treasury stock purchased	—	$	—	$	—	$	—	(648)	(10,652)		$	—	(10,652)
Balance as of August 2, 2025	53,108	$	—	$	191,663	$	144,380	(4,627)	$	(50,411)	$	(5,881)	$	279,751
Net income	—	—		—		17,481		—	—		—		17,481
Cumulative translation adjustments	—	—		—		—		—	—		330		330
Unrealized gain on available-for-sale securities, net of tax	—	—		—		—		—	—		10		10
Share-based compensation	—	—		1,011		—		—	—		—		1,011
Common stock issued upon vesting of Restricted Stock Units	168	—		—		—		—	—		—		—
Exercise of stock options	160	—		1,039		—		—	—		—		1,039
Shares withheld for taxes on Restricted Stock Unit issuances	(36)	—		(607)		—		—	—		—		(607)
Treasury stock purchase	—	—		—		—		(97)	(1,564)		—		(1,564)
Balance as of November 1, 2025	53,400	$	—	$	193,106	$	161,861	(4,724)	$	(51,975)	$	(5,541)	$	297,451
Net income	—	—		—		3,010		—	—		—		3,010
Cumulative translation adjustments	—	—		—		—		—	—		1,392		1,392
Share-based compensation	—	—		1,687		—		—	—		—		1,687
Exercise of stock options	55	—		329		—		—	—		—		329
Common stock issued upon vesting of Restricted Stock Units	42	—		—		—		—	—		—		—
Employee savings plan activity	68	—		734		—		—	—		—		734
Treasury stock purchase	—	—		—		—		(548)	(10,561)		—		(10,561)
Conversion of an equity award to a liability award	—	—		(304)		—		—	—		—		(304)
Balance as of January 31, 2026	53,565	$	—	$	195,552	$	164,871	(5,272)	$	(62,536)	$	(4,149)	$	293,738

See notes to Condensed Consolidated Financial Statements.

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DAKTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(continued)

(in thousands)

(unaudited)

	Common Stock							Treasury Stock
	Number	Amount		Additional Paid-In Capital		Retained Earnings		Number	Amount		Accumulated Other Comprehensive Loss		Total
Balance as of April 27, 2024	48,121	$	65,525	$	52,046	$	138,031	(1,907)	$	(10,285)	$	(6,525)	$	238,792
Net loss	—	—		—		(4,946)		—	—		—		(4,946)
Cumulative translation adjustments	—	—		—		—		—	—		128		128
Share-based compensation	—	—		520		—		—	—		—		520
Exercise of stock options	331	3,148		—		—		—	—		—		3,148
Employee savings plan activity	71	569		—		—		—	—		—		569
Balance as of July 27, 2024	48,523	$	69,242	$	52,566	$	133,085	(1,907)	$	(10,285)	$	(6,397)	$	238,211
Net income	—	—		—		21,406		—	—		—		21,406
Cumulative translation adjustments	—	—		—		—		—	—		314		314
Unrealized gain on available-for-sale securities, net of tax	—	—		—		—		—	—		20		20
Share-based compensation	—	—		530		—		—	—		—		530
Exercise of stock options	183	1,040		—		—		—	—		—		1,040
Shares withheld for taxes on Restricted Stock Unit issuances	(37)	—		(591)				—	—		—		(591)
Common stock issued upon vesting of Restricted Stock Units	141	—		—		—		—	—		—		—
Balance as of October 26, 2024	48,810	$	70,282	$	52,505	$	154,491	(1,907)	$	(10,285)	$	(6,063)	$	260,930
Net loss	—	—		—		(17,156)		—	—		—		(17,156)
Cumulative translation adjustments	—	—		—		—		—	—		(1,320)		(1,320)
Unrealized gain (loss) on available-for-sale securities, net of tax	—	—		—		—		—	—		(9)		(9)
Share-based compensation	—	—		573		—		—	—		—		573
Exercise of stock options	118	868		—		—		—	—		—		868
Employee savings plan activity	78	624		—		—		—	—		—		624
Treasury stock purchase	—	—		—		—		(536)	(9,016)		—		(9,016)
Settlement of convertible note	—	—		36,797		—		—	—		—		36,797
Balance as of January 25, 2025	49,006	$	71,774	$	89,875	$	137,335	(2,443)	$	(19,301)	$	(7,392)	$	272,291

See notes to Condensed Consolidated Financial Statements.

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DAKTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Six Months Ended
	Nine Months Ended
	November 1,2025		October 26,2024
	January 31,2026		January 25,2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	33,951	$	16,460
Net income (loss)	$	36,961	$	(696)
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	914,~~588~~738		914,~~794~~707
Gain on sale of property, equipment and other assets	(84167)		(40118)
Share-based compensation	13,~~958~~645		1,~~050~~623
Equity in loss of affiliates	1,~~241~~767		12,~~832~~594
Allowance for credit losses on affiliate loan	873		—
(Reversal of) allowance for credit losses on affiliate loan	(545)		—
Provision for (recoveries of) doubtful accounts, net	~~542~~774		(~~152~~481)
Deferred income taxes, net	~~(218)~~1,787		13877
Change in fair value of convertible note	—		1125,~~286~~369
Change in operating assets and liabilities	(54,~~247~~638)		2230,~~577~~964
Net cash provided by operating activities	4254,~~604~~322		6274,~~820~~839
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(610,~~761~~395)		(1014,~~466~~668)
Proceeds from sales of property, equipment and other assets	~~299~~553		~~124~~212
Loans to equity investees	(25,~~997~~150)		(23,~~041~~326)
Net cash used in investing activities	(9,459)		(12,383)
Acquisition, net of cash acquired	44		—
Net cash used in investing activities	(14,948)		(17,782)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on notes payable	1,~~398~~400		—
Payments on notes payable	(~~875~~2,596)		(1,~~358~~733)
Principal payments on long-term obligations	(104)		(~~206~~310)
Payments for common shares repurchased	(1222,~~215~~777)		—(9,016)
Proceeds from exercise of stock options	1,~~167~~496		45,~~188~~056
Tax payments related to RSU issuances	(607)		(591)
Net cash (used in) provided by financing activities	(11,236)		2,033
Net cash used in financing activities	(23,188)		(6,594)
EFFECT OF EXCHANGE RATE CHANGES ON CASH	~~188~~731		~~204~~28
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	2216,~~097~~917		5250,~~674~~491
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
Beginning of period	127,507		81,678
End of period	$	~~149~~144,~~604~~424	$	~~134~~132,~~352~~169
Supplemental disclosures of cash flow information:
Cash paid for:
Interest	$	~~581~~693	$	12,~~770~~657
Income taxes, net of refunds	3,~~807~~876		1216,~~910~~622
Supplemental schedule of non-cash investing and financing activities:
Purchases of property and equipment included in accounts payable	~~871~~494		2,~~343~~890
Contributions of common stock under the employee stock purchase plan	~~648~~1,382		~~569~~1,192
Settlement of convertible note	—		36,797

See notes to Condensed Consolidated Financial Statements.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar and share amounts in thousands, except per share data)

(unaudited)

Note 1. Basis of Presentation

Daktronics, Inc. and its subsidiaries (the “Company”, “Daktronics”, “we”, “our”, or “us”) are recognized industry leaders in the design and manufacturing of electronic scoreboards, programmable display systems, and large-screen video displays serving sporting, commercial, and transportation markets.

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. In the opinion of management, these financial statements reflect all adjustments necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented. All such adjustments are of a normal recurring nature.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the disclosure of contingent liabilities. Significant estimates include, but are not limited to, revenue recognition, warranty obligations, the fair value of long-term debt and investments in affiliates, income tax provisions, and stock-based compensation. Actual results may differ materially from those estimates due to inherent uncertainties.

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations. The balance sheet as of April 26, 2025, has been derived from the audited financial statements as of that date but does not include all disclosures required for annual financial statements. These interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in its Annual Report on Form 10-K for the fiscal year ended April 26, 2025 (the “Form 10-K”).

The Company operates on a 52- or 53-week fiscal year ending on the Saturday closest to April 30. When April 30 falls on a Wednesday, the fiscal year ends on the preceding Saturday. Each fiscal quarter consists of 13 weeks, except in a 53-week fiscal year, where the first quarter includes 14 weeks. The ~~six~~nine months ended ~~November~~January 131, ~~2025~~2026, and ~~October~~January 2625, ~~2024~~2025, included 2740 and 2639 weeks of operations, respectively.

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

Cash and cash equivalents

Cash and cash equivalents are presented in the Condensed Consolidated Balance Sheets with the corresponding totals reported in the Condensed Consolidated Statements of Cash Flows. The Company had no restricted cash or restricted cash equivalents as of ~~November~~January 131, ~~2025~~2026 or ~~October~~January 2625, ~~2024~~2025.

We maintain foreign currency cash accounts to support our global operations. These balances are subject to fluctuations in foreign exchange rates, which may impact our consolidated financial position and results of operations.

As of ~~November~~January 131, ~~2025~~2026, our total cash and cash equivalents were $~~149~~144,~~604~~424, of which $~~135~~130,~~051~~644 were denominated in U.S. dollars. Included in the U.S. dollar-denominated balances were $69,~~333~~164 held by our foreign subsidiaries. The remaining $1413,~~553~~780 were denominated in foreign currencies, with $11,~~460~~704 maintained in accounts held by our foreign subsidiaries.

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

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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 ended April 26, 2025, noting there were no changes to our reportable segments. The Company has adopted ASU 2023-07 for interim periods beginning in the fiscal year ending May 2, 2026.

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.

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 of specified information about certain costs and expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027; 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 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 expense disaggregation disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) (“ASU 2025-06”), which modernizes the accounting for internal-use software costs to reflect current development practices. The update eliminates the previous three-stage model (preliminary, application development, and post-implementation) and instead introduces a principles-based approach. Under the new guidance, capitalization begins when (1) management authorizes and commits to funding the project, and (2) it is probable the project will be completed and the software will be used for its intended purpose. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, with early adoption permitted and transition options including prospective, retrospective, or modified retrospective application. We are currently evaluating the impact of ASU 2025-06 on our accounting policies and disclosures.

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.

Note 2. Investments in Affiliates

We account for investments in other entities using the equity method when our ownership interest provides us with the ability to exercise significant influence over the operating and financial policies of the investee. Our assessment of significant influence considers factors such as ownership percentage, board representation, participation in policy-making decisions, commercial arrangements, and material intercompany transactions.

~~We evaluated our investments in affiliates of X Display Company Technology Limited (“XDC”), which is developing micro-LED mass transfer technologies, and~~ Miortech Holding B.V. (dba Etulipa) (“Miortech”), which is focused on low-power outdoor electrowetting technology. As of November 1, 2025, our ownership interest in Miortech was 55.9 percent, and in XDC was 16.4 percent. Despite our majority ownership in Miortech, we determined that both entities are variable interest entities (“VIEs”) and, based on management’s analysis, Daktronics is not the primary beneficiary as the power criterion was not met. Accordingly, we do not consolidate these entities but account for our investments in such entities under the equity method.

As of November 1, 2025 and April 26, 2025, the carrying value of our equity method investments was zero. Our proportional share of the affiliates’ losses is recorded in “Other expense, net” in our Condensed Consolidated Statements of

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~~Operations~~We evaluated our investment in an affiliate of Miortech Holding B.V. ~~For~~(dba ~~the~~Etulipa) ~~three~~(“Miortech”), ~~and~~which ~~six~~is ~~months~~focused ~~ended~~on ~~November~~low-power outdoor electrowetting technology. As of January 131, ~~2025~~2026, our ~~share~~ownership ofinterest ~~affiliate~~in ~~losses~~Miortech ~~were~~was ~~$436~~55.9 ~~and~~percent. ~~$1,241,~~Despite ~~respectively~~our majority ownership, ~~compared~~we todetermined ~~$901~~Miortech ~~and~~is $1a variable interest entity (“VIE”) and,~~832,~~ ~~respectively~~based on management’s analysis, ~~for~~Daktronics is not the ~~three~~primary ~~and~~beneficiary ~~six~~as ~~months~~the ~~ended~~power ~~October 26~~criterion was not met. Accordingly, ~~2024~~we do not consolidate this entity but account for our investment in such entity under the equity method.

WeAs ~~also~~of ~~engage~~January 31, in2026 ~~related~~and ~~party~~April 26, ~~transactions~~2025, ~~with~~the carrying value of our equity method ~~investees,~~investment ~~primarily~~in ~~for~~Miortech ~~research~~was ~~and~~zero. ~~development~~Our ~~services.~~proportional ~~For~~share of the ~~six~~affiliate ~~months~~loss ~~ended~~with ~~November 1,~~respect ~~2025~~to ~~and~~Miortech ~~October 26,~~is ~~2024~~recorded in “Other expense, wenet” ~~recorded~~in ~~expenses~~our ofCondensed ~~$32~~Consolidated ~~and~~Statements ~~$497,~~of ~~respectively,~~Operations. inFor ~~“Product~~the ~~design~~three and ~~development.”~~nine ~~Unpaid~~months ~~amounts~~ended ~~related~~January 31, to2026, ~~these~~our ~~services~~share of such affiliate losses were $~~124~~223 and $~~134~~752, asrespectively, ofcompared ~~November 1,~~to ~~2025~~$212 and ~~October 26~~$693, ~~2024,~~ respectively, for the three and ~~are~~nine ~~included~~months inended ~~“Accounts~~January 25, ~~payable~~2025.”

Additionally, we have provided funding to ~~certain~~Miortech ~~of our affiliates~~ through a promissory ~~notes,~~note ~~some of which are convertible~~ (~~collectively,~~ the “Miortech Affiliate ~~Notes~~Note”). During the ~~six~~nine months ended ~~November~~January 131, ~~2025~~2026, we advanced $~~2,997~~930 to ~~such~~Miortech ~~affiliates~~ under the Miortech Affiliate ~~Notes~~Note, as compared to $41,~~565~~340 during fiscal year 2025. Accrued interest on the Miortech Affiliate ~~Notes~~Note was $~~494~~177 and $~~838~~149 as of ~~November~~January 131, ~~2025~~2026 and April 26, 2025, respectively. The total face value of the outstanding Miortech Affiliate ~~Notes~~Note was $235,~~404~~250 and $193,~~843~~809 as of ~~November~~January 131, ~~2025~~2026 and April 26, 2025, respectively. These balances are included in “Right of use, investment in affiliates, and other assets” in our Condensed Consolidated Balance Sheets. We periodically assessed the Miortech Affiliate Note for impairment and expected credit losses, and concluded that no impairment existed for the periods ended January 31, 2026 and April 26, 2025.

WeThe ~~periodically~~balance ~~assess~~of ~~the~~our Miortech Affiliate ~~Notes~~Note ~~for~~totaled ~~impairment~~$3,813 and ~~expected credit losses. During the fourth quarter of fiscal 2025~~$3,123 weas ~~recorded a provision~~ of ~~$15~~January 31,~~480~~ ~~related~~2026 ~~to a note deemed uncollectible. During the three~~ and ~~six months ended November~~April 126, 2025, ~~an additional provision of $78 and $873,~~ respectively~~, was recorded for another note expected to be uncollectible~~. ~~These provisions are included in “Other expense, net.”~~

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

On December 22, 2025, the Company acquired a display business (the “Display Business”) consisting of intellectual property, equipment assets, technical expertise, contract rights, other personal property, and related assets (collectively, the “Display Business Assets”) from X Display Company Technology Limited (“XDC,” and such acquisition, the “XDC Acquisition”). Historically, the Company held an equity interest in XDC which was accounted for under the equity method. Refer to “Note 6. Business Combinations” of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information on this acquisition.

As of April 26, 2025, the carrying value of our equity method investment in XDC was zero. Our proportional share of the affiliate loss in XDC is recorded in “Other expense, net” in our Condensed Consolidated Statements of Operations. For the three and nine months ended January 31, 2026, our share of affiliate losses recognized through December 22, 2025 with respect to XDC were $303 and $1,015, respectively, compared to $550 and $1,901, respectively, for the three and nine months ended January 25, 2025.

We had provided funding to XDC through promissory notes, some of which were convertible (collectively, the “XDC Affiliate Notes”). During fiscal 2026, through December 22, 2025, we advanced $4,100 to XDC under the XDC Affiliate Notes, as compared to $3,225 during fiscal year 2025. Accrued interest on the XDC Affiliate Notes was $499 and $689 as of December 22, 2025 and April 26, 2025, respectively. The total face value of the outstanding XDC Affiliate Note was $16,034 as of April 26, 2025. These balances are included in “Right of use, investment in affiliates, and other assets” in our Condensed Consolidated Balance Sheets. We periodically assessed the XDC Affiliate Notes for impairment and expected credit losses. During the fourth quarter of fiscal 2025, we recorded a provision of $15,480 related to an XDC Affiliate Note deemed uncollectible. During fiscal 2026, through December 22, 2025, an additional provision of $1,012 was recorded for another XDC Affiliate Note expected to be uncollectible. These provisions are included in “Other expense, net.” Prior to the XDC Acquisition, we forgave $16,492 of the XDC Affiliate Notes.

Additionally, we also engage in related party transactions with XDC, primarily for research and development services. For the nine months ended January 31, 2026 and January 25, 2025, we recorded expenses of $325 and $593, respectively, in “Product design and development.” Amounts recognized during the nine months ended January 31, 2026 relate to services provided prior to the XDC Acquisition on December 22, 2025. Unpaid amounts related to these services were $49 and $109 as of January 31, 2026 and January 25, 2025, respectively, and are included in “Accounts payable.”

Note 3. Earnings Per Share

We compute earnings per share (“EPS”) in accordance with the provisions of Accounting Standards Codification Topic 260, Earnings Per Share. Basic EPS is calculated by dividing net income attributable to holders of our common stock, par ~~value $0.00001 per share (“Common Stock”), by the weighted average number of common shares outstanding during the reporting period.~~

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

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

	Three Months Ended				Six Months Ended
	November 1,2025		October 26,2024		November 1,2025		October 26,2024
Earnings per share - basic
Net income	$	17,481	$	21,406	$	33,951	$	16,460
Weighted average shares outstanding	48,565		46,796		48,767		46,576
Basic earnings per share	$	0.36	$	0.46	$	0.70	$	0.35
Earnings per share - diluted
Net income	$	17,481	$	21,406	$	33,951	$	16,460
Change in fair value of convertible note	—		(10,304)		—		—
Interest expense on convertible note, net of tax	—		418		—		—
Diluted net income	$	17,481	$	11,520	$	33,951	$	16,460
Weighted average common shares outstanding	48,565		46,796		48,767		46,576
Dilution associated with stock compensation plans	826		882		841		931
Dilution associated with convertible note	—		4,037		—		—
Weighted average common shares outstanding, assuming dilution	49,391		51,715		49,608		47,507
Diluted earnings per share	$	0.35	$	0.22	$	0.68	$	0.35

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~~During~~value ~~the~~$0.00001 ~~three~~per ~~months~~share ~~ended November 1, 2025, 47 shares of potential~~ (“Common Stock”), ~~related~~by tothe ~~stock-based~~weighted ~~compensation~~average ~~plans~~number ~~were excluded from the computation~~ of ~~diluted~~common ~~EPS~~shares ~~because~~outstanding ~~their~~during ~~inclusion~~the ~~would~~reporting ~~have been anti-dilutive~~period.

~~During~~Diluted ~~the~~EPS ~~six~~reflects ~~months~~the ~~ended~~potential ~~November 1,~~dilution ~~2025,~~that 47could ~~shares~~occur ofif ~~potential~~securities ~~Common~~or ~~Stock~~other ~~related~~contracts to ~~stock-based~~issue ~~compensation~~common ~~plans~~stock were ~~excluded~~exercised, ~~from~~converted, ~~the~~or ~~computation~~otherwise ofresulted ~~diluted~~in ~~EPS~~the ~~because~~issuance ~~their~~of ~~inclusion~~common ~~would have been anti-dilutive. These potential~~ shares ~~include~~that ~~options~~participate toin ~~purchase~~our ~~24 shares of Common Stock with a weighted average exercise price of $11~~earnings.~~87.~~

~~For~~The ~~the~~following ~~three~~table ~~and~~presents ~~six~~a ~~months~~reconciliation ~~ended~~of ~~October 26,~~net ~~2024,~~income ~~options~~and tothe ~~purchase~~number 51of ~~and 114~~ shares of ~~common~~Common ~~stock,~~Stock noused ~~par~~in ~~value,~~the ~~with~~calculation ~~a weighted average exercise price~~ of ~~$10.44~~basic and ~~$12.10,~~diluted ~~respectively,~~EPS ~~were~~for ~~excluded from~~ the ~~computation~~three ofand ~~diluted~~nine ~~EPS~~months ~~due~~ended toJanuary 31, ~~their~~2026, ~~anti-dilutive~~and ~~effect.~~January 25, 2025:

During the three months ended October 26, 2024, 4,037 potential shares of common stock, no par value, issuable upon conversion of a senior secured convertible promissory note in the original principal amount of $25,000 dated as of May 11, 2023, issued by the Company to Alta Fox Opportunities Fund, LP (the "Convertible Note") were included in the computation of diluted EPS. For the six months ended October 26, 2024, 4,037 potential common shares issuable upon conversion of the Convertible Note were not included in the computation of diluted EPS, as their inclusion would have been anti-dilutive.


	Three Months Ended				Nine Months Ended
	January 31, 2026		January 25, 2025		January 31, 2026		January 25, 2025
Earnings per share - basic
Net income (loss)	$	3,010	$	(17,156)	$	36,961	$	(696)
Weighted average shares outstanding	48,489		47,764		48,696		46,944
Basic earnings per share	$	0.06	$	(0.36)	$	0.76	$	(0.01)

Earnings per share - diluted
Net income (loss)	$	3,010	$	(17,156)	$	36,961	$	(696)


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

Weighted average common shares outstanding	48,489		47,764		48,696		46,944
Dilution associated with stock compensation plans	768		—		832		—

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

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

During the three months ended January 31, 2026, 61 shares of potential Common Stock related to stock-based compensation plans were excluded from the computation of diluted EPS because their inclusion would have been anti-dilutive. For the three months ended January 25, 2025, 934 shares of potential common stock, no par value, related to stock-based compensation plans were excluded from the computation of diluted EPS because their inclusion would have been anti-dilutive. The excluded shares include options to purchase 29 shares of common stock, no par value, with a weighted average exercise price of $11.87.

During the nine months ended January 31, 2026, 51 shares of potential Common Stock related to stock-based compensation plans were excluded from the computation of diluted EPS because their inclusion would have been anti-dilutive. For the nine months ended January 25, 2025, 992 shares of potential common stock, no par value, related to stock-based compensation plans were excluded from the computation of diluted EPS because their inclusion would have been anti-dilutive. The excluded shares include options to purchase 51 shares of common stock, no par value, with a weighted average exercise price of $10.43.

During the three months ended January 25, 2025, 3,079 potential shares of common stock, no par value, issuable upon conversion of a senior secured convertible promissory note in the original principal amount of $25,000 dated as of May 11, 2023, issued by the Company to Alta Fox Opportunities Fund, LP (the "Convertible Note") were included in the computation of diluted EPS. For the nine months ended January 25, 2025, 3,697 potential common shares issuable upon conversion of the Convertible Note were not included in the computation of diluted EPS, as their inclusion would have been anti-dilutive.

Note 4. Revenue Recognition

Disaggregation of revenue

In accordance with ASC 606-10-50, Revenue from Contracts with Customers, we disaggregate revenue based on the nature of the performance obligations and the timing of revenue recognition. This approach is intended to meet the disclosure objective of depicting how the nature, amount, timing, and uncertainty of revenue and cash flows are influenced by ~~economic factors. It also enables users of the financial statements to understand the relationship between revenue streams and each of our reportable segments.~~

The following table presents our disaggregated revenue by segment:

	Three Months Ended November 1, 2025
	Commercial		Live Events		High SchoolPark and Recreation		Transportation		International		Total
Type of performance obligation
Unique configuration	$	5,968	$	62,495	$	4,631	$	8,139	$	9,719	$	90,952
Limited configuration	39,196		10,162		37,614		11,068		17,975		116,015
Service and other	5,588		8,824		3,722		2,067		2,085		22,286
	$	50,752	$	81,481	$	45,967	$	21,274	$	29,779	$	229,253
Timing of revenue recognition
Goods/services transferred at a point in time	$	41,936	$	14,027	$	37,858	$	12,386	$	18,625	$	124,832
Goods/services transferred over time	8,816		67,454		8,109		8,888		11,154		104,421
	$	50,752	$	81,481	$	45,967	$	21,274	$	29,779	$	229,253

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	Six Months Ended November 1, 2025
	Commercial		Live Events		High SchoolPark and Recreation		Transportation		International		Total
Type of performance obligation
Unique configuration	$	14,882	$	125,758	$	19,528	$	17,637	$	16,327	$	194,132
Limited configuration	70,438		19,556		79,525		15,458		26,033		211,010
Service and other	11,599		15,967		6,261		4,754		4,502		43,083
	$	96,919	$	161,281	$	105,314	$	37,849	$	46,862	$	448,225
Timing of revenue recognition
Goods/services transferred at a point in time	$	76,005	$	25,707	$	79,652	$	18,527	$	27,528	$	227,419
Goods/services transferred over time	20,914		135,574		25,662		19,322		19,334		220,806
	$	96,919	$	161,281	$	105,314	$	37,849	$	46,862	$	448,225

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

	Three Months Ended October 26, 2024
	Commercial		Live Events		High SchoolPark and Recreation		Transportation		International		Total
Type of performance obligation
Unique configuration	$	9,506	$	57,289	$	8,284	$	13,046	$	4,392	$	92,517
Limited configuration	27,838		11,640		36,246		6,924		11,455		94,103
Service and other	6,095		8,278		3,541		1,508		2,289		21,711
	$	43,439	$	77,207	$	48,071	$	21,478	$	18,136	$	208,331
Timing of revenue recognition
Goods/services transferred at a point in time	$	30,728	$	15,167	$	36,523	$	7,820	$	12,919	$	103,157
Goods/services transferred over time	12,711		62,040		11,548		13,658		5,217		105,174
	$	43,439	$	77,207	$	48,071	$	21,478	$	18,136	$	208,331

The following table presents our disaggregated revenue by segment:


	Three Months Ended January 31, 2026
	Commercial		Live Events		High School Park and Recreation		Transportation		International		Total
Type of performance obligation
Unique configuration	$	4,631	$	60,254	$	7,140	$	7,132	$	4,333	$	83,490
Limited configuration	33,089		6,677		21,704		6,094		9,983		77,547
Service and other	5,786		7,980		2,805		2,047		2,216		20,834
	$	43,506	$	74,911	$	31,649	$	15,273	$	16,532	$	181,871
Timing of revenue recognition
Goods/services transferred at a point in time	$	35,918	$	9,918	$	21,470	$	7,535	$	10,928	$	85,769
Goods/services transferred over time	7,588		64,993		10,179		7,738		5,604		96,102
	$	43,506	$	74,911	$	31,649	$	15,273	$	16,532	$	181,871


	Nine Months Ended January 31, 2026
	Commercial		Live Events		High School Park and Recreation		Transportation		International		Total
Type of performance obligation
Unique configuration	$	19,513	$	186,012	$	26,668	$	24,769	$	20,660	$	277,622
Limited configuration	103,527		26,233		101,229		21,552		36,016		288,557
Service and other	17,385		23,947		9,066		6,801		6,718		63,917
	$	140,425	$	236,192	$	136,963	$	53,122	$	63,394	$	630,096
Timing of revenue recognition
Goods/services transferred at a point in time	$	111,923	$	35,625	$	101,122	$	26,062	$	38,456	$	313,188
Goods/services transferred over time	28,502		200,567		35,841		27,060		24,938		316,908
	$	140,425	$	236,192	$	136,963	$	53,122	$	63,394	$	630,096

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Six Months Ended October 26, 2024

Three Months Ended January 25, 2025

Commercial

Live Events

High SchoolPark and Recreation

Transportation

International

Total

Type of performance obligation

Unique configuration

117,~~768~~361

~~151~~29,~~607~~934

185,~~918~~970

2711,~~582~~228

7,~~006~~494

~~216~~61,~~881~~987

Limited configuration

5424,~~138~~997

198,~~934~~227

7120,~~394~~534

135,~~533~~974

197,~~527~~909

~~178~~67,~~526~~641

Service and other

115,~~732~~618

147,~~274~~911

52,~~765~~863

21,~~853~~587

41,~~388~~900

3919,~~012~~879

7737,~~638~~976

~~185~~46,~~815~~072

9629,~~077~~367

4318,~~968~~789

3017,~~921~~303

~~434~~149,~~419~~507

Timing of revenue recognition

Goods/services transferred at a point in time

6027,~~241~~229

2511,~~917~~184

7120,~~902~~384

156,~~381~~921

228,~~060~~599

~~195~~74,~~501~~317

Goods/services transferred over time

1710,~~397~~747

~~159~~34,~~898~~888

248,~~175~~983

2811,~~587~~868

8,~~861~~704

~~238~~75,~~918~~190

7737,~~638~~976

~~185~~46,~~815~~072

9629,~~077~~367

4318,~~968~~789

3017,~~921~~303

~~434~~149,~~419~~507


	Nine Months Ended January 25, 2025
	Commercial		Live Events		High School Park and Recreation		Transportation		International		Total
Type of performance obligation
Unique configuration	$	19,129	$	181,541	$	24,888	$	38,810	$	14,500	$	278,868
Limited configuration	79,135		28,161		91,928		19,507		27,436		246,167
Service and other	17,350		22,185		8,628		4,440		6,288		58,891
	$	115,614	$	231,887	$	125,444	$	62,757	$	48,224	$	583,926
Timing of revenue recognition
Goods/services transferred at a point in time	$	87,470	$	37,101	$	92,286	$	22,302	$	30,659	$	269,818
Goods/services transferred over time	28,144		194,786		33,158		40,455		17,565		314,108
	$	115,614	$	231,887	$	125,444	$	62,757	$	48,224	$	583,926

See "Note 5. Segment Reporting" for a disaggregation of revenue by geography.

Contract balances

Contract assets represent revenue recognized for performance obligations satisfied but not yet billed and include unbilled receivables. Unbilled receivables reflect an unconditional right to payment that is subject only to the passage of time and are reclassified to accounts receivable once billed in accordance with contractual terms.

Contract liabilities represent amounts billed to customers in excess of revenue recognized to date and are recognized as revenue when the related performance obligations are satisfied.

The following table summarizes the changes in our contract assets and contract liabilities for the periods presented:

	November 1,2025		April 26,2025		DollarChange		PercentChange
Contract assets	$	34,602	$	41,169	$	(6,567)	(16.0)	%
Contract liabilities - current	69,012		69,050		(38)		(0.1)
Contract liabilities - noncurrent	19,476		18,421		1,055		5.7

The changes in our contract assets and contract liabilities from April 26, 2025 to November 1, 2025 were primarily driven by the timing of billing schedules and revenue recognition. These fluctuations are influenced by the contractual payment terms and the seasonal nature of the sports markets.

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

For service-type warranty contracts, revenue is allocated to the related performance obligation and recognized over time, while associated costs are recognized as incurred. Earned and unearned revenues related to these contracts are reported within the “Contract assets” and “Contract liabilities” line items in our Condensed Consolidated Balance Sheets.

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

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	November 1,2025
	January 31,2026		April 26,2025		DollarChange		PercentChange
Balance as of April 26, 2025	$	35,129
Contract assets	$	48,314	$	41,169	$	7,145	17.4	%
New contracts sold	29,728
Contract liabilities - current	65,847		69,050		(3,203)		(4.6)
Less: reductions for revenue recognized	(26,361)
Contract liabilities - noncurrent	19,985		18,421		1,564		8.5
Foreign currency translation and other	303
Balance as of November 1, 2025	$	38,799

~~Contracts~~The changes in ~~progress~~our ~~identified~~contract asassets ~~loss~~and ~~contracts~~contract asliabilities offrom ~~November~~April 126, 2025 ~~and~~to ~~April~~January 2631, ~~2025~~2026 were ~~immaterial.~~primarily ~~Provisions~~driven ~~for~~by ~~such~~the ~~losses~~timing of billing schedules and revenue recognition. These fluctuations are ~~recorded~~influenced inby the ~~“Accrued~~contractual ~~expenses”~~payment ~~line~~terms ~~item~~and inthe ~~our~~seasonal ~~Condensed~~nature ~~Consolidated~~of ~~Balance~~the ~~Sheets~~sports markets.

~~During~~No ~~the~~significant ~~six~~impairments ~~months ended November 1, 2025, we recognized $55,466~~ of ~~revenue~~contract ~~that~~assets ~~was~~were ~~previously~~identified ~~recorded~~during asthe ~~contract~~three ~~liabilities~~months asended ~~of April~~January 2631, ~~2025~~2026.

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


	January 31, 2026
Balance as of April 26, 2025	$	35,129
New contracts sold	41,342
Less: reductions for revenue recognized	(38,362)
Foreign currency translation and other	(77)
Balance as of January 31, 2026	$	38,032

Contracts in progress identified as loss contracts as of January 31, 2026 and April 26, 2025 were immaterial. Provisions for such losses are recorded in the “Accrued expenses” line item in our Condensed Consolidated Balance Sheets.

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

Remaining performance obligations

As of ~~November~~January 131, ~~2025~~2026, the aggregate amount of the transaction price allocated to the remaining performance obligations was $~~387~~412,~~750~~511. This consists of $~~320~~342,~~618~~338 related to product agreements and $6770,~~132~~173 related to service agreements. We expect approximately $~~327~~355,~~845~~718 of these obligations to be recognized as revenue within the next 12 months, with the remainder recognized thereafter.

While remaining performance obligations represent legally binding business commitments, they are subject to change due to cancellations, deferrals, or scope adjustments. Known changes—including project cancellations, scope revisions, foreign currency exchange fluctuations, and deferrals—are reflected or excluded from the reported balance, as appropriate.

Revenue recognized during the ~~six~~nine months ended ~~November~~January 131, ~~2025~~2026 and ~~October~~January 2625, ~~2024~~2025 related to performance obligations satisfied in prior periods was immaterial.

Note 5. Segment Reporting

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

Table of Contents

Three Months Ended

~~Six~~Nine Months Ended

November 1,2025

October 26,2024

November 1,2025

October 26,2024

January 31,2026

January 25,2025

January 31,2026

January 25,2025

Net sales:

Commercial

5043,~~752~~506

4337,~~439~~976

96140,~~919~~425

77115,~~638~~614

Live Events

8174,~~481~~911

7746,~~207~~072

~~161~~236,~~281~~192

~~185~~231,~~815~~887

High School Park and Recreation

4531,~~967~~649

4829,~~071~~367

~~105~~136,~~314~~963

96125,~~077~~444

Transportation

2115,~~274~~273

2118,~~478~~789

3753,~~849~~122

4362,~~968~~757

International

2916,~~779~~532

1817,~~136~~303

4663,~~862~~394

3048,~~921~~224

Total consolidated net sales

~~229~~181,~~253~~871

~~208~~149,~~331~~507

~~448~~630,~~225~~096

~~434~~583,~~419~~926

Cost of Sales:

Commercial

3731,~~432~~399

3228,~~301~~890

69101,~~949~~348

5887,~~905~~795

Live Events

6159,~~717~~803

6237,~~237~~278

~~121~~181,~~331~~134

~~144~~182,~~817~~095

High School Park and Recreation

3122,~~880~~150

3020,~~267~~075

6991,~~286~~436

6081,~~957~~032

Transportation

1410,~~711~~795

1211,~~806~~863

2636,~~130~~925

2739,~~547~~410

International

2114,~~688~~095

14,~~857~~620

3448,~~632~~727

2641,~~632~~252

Gross profit:

Commercial

1312,~~320~~107

119,~~138~~086

2639,~~970~~077

1827,~~733~~819

Live Events

1915,~~764~~108

148,~~970~~794

3955,~~950~~058

4049,~~998~~792

High School Park and Recreation

149,~~087~~499

179,~~804~~292

3645,~~028~~527

3544,~~120~~412

Transportation

64,~~563~~478

86,~~672~~926

1116,~~719~~197

1623,~~421~~347

International

82,~~091~~437

32,~~279~~683

1214,~~230~~667

46,~~289~~972

Total consolidated gross profit

6143,~~825~~629

5536,~~863~~781

~~126~~170,~~897~~526

~~115~~152,~~561~~342

Less:

Selling

1615,~~056~~335

14,~~704~~471

3248,~~890~~225

3044,~~340~~811

General and administrative

1315,~~762~~844

1516,~~550~~498

2843,~~057~~901

2743,~~273~~771

Product design and development

10,~~444~~528

9,~~839~~440

2131,~~115~~643

1928,~~462~~902

Interest (income) expense, net

(~~558~~1,072)

(~~273~~508)

(12,~~451~~523)

(~~202~~710)

Change in fair value of convertible note

—

1014,~~304~~083

—

~~(11~~25,~~286)~~369

Other expense, net

259

1,164

2,201

1,999

Other (income) expense, net

(518)

613

1,683

2,612

Income before income taxes

21,862

25,183

44,085

25,403

Income (loss) before income taxes

3,512

(17,816)

47,597

7,587

Depreciation and amortization:

Commercial

1,~~082~~104

1,~~075~~060

23,~~167~~271

23,~~157~~217

Live Events

1,~~241~~222

1,~~412~~456

23,~~488~~710

24,~~841~~297

High School Park and Recreation

~~669~~680

~~533~~522

12,~~330~~010

1,~~066~~588

Transportation

~~197~~198

~~205~~203

~~396~~594

~~407~~610

International

~~431~~452

~~550~~542

~~878~~1,330

1,~~112~~654

Total depreciation and amortization for reportable segments

3,~~620~~656

3,~~775~~783

710,~~259~~915

711,~~583~~366

Unallocated corporate depreciation and amortization

1,~~164~~494

1,~~126~~130

23,~~329~~823

23,~~211~~341

Total depreciation and amortization

45,~~784~~150

4,~~901~~913

914,~~588~~738

914,~~794~~707

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No single geographic region, other than the United States, represents a material portion of our net sales or our property and equipment, net of accumulated depreciation.

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

Three Months Ended

~~Six~~Nine Months Ended

November 1,2025

October 26,2024

November 1,2025

October 26,2024

January 31,2026

January 25,2025

January 31,2026

January 25,2025

Net sales:

United States

~~193~~161,~~906~~356

~~184~~127,~~438~~159

~~390~~551,~~494~~850

~~391~~518,~~657~~816

Outside United States

3520,~~347~~515

2322,~~893~~348

5778,~~731~~246

4265,~~762~~110

~~229~~181,~~253~~871

~~208~~149,~~331~~507

~~448~~630,~~225~~096

~~434~~583,~~419~~926

	November 1,2025		April 26,2025
	January 31,2026		April 26,2025
Property and equipment, net of accumulated depreciation:
United States	$	5756,~~768~~667	$	66,701
Outside United States	67,~~873~~541		7,183
	$	64,~~641~~208	$	73,884

We serve a diverse customer base across global markets for our products and services. No individual customer accounted for 10 percent or more of our net sales during the reporting period. Accordingly, we are not economically dependent on a limited number of customers for the sale of our products and services.

We also source raw materials and components from a broad network of suppliers. No single supplier represented 10 percent or more of our cost of sales. However, our global supply chain is complex and subject to geopolitical and transportation risks. Additionally, we rely on certain single-source suppliers, which may constrain availability or result in delays in obtaining critical materials and components required for manufacturing.

Note 6. ~~Goodwill~~Business Combinations

~~The~~On ~~following~~December ~~table~~22, ~~summarizes~~2025, ~~changes~~the inCompany acquired the ~~carrying~~Display ~~amount~~Business offrom ~~goodwill~~XDC, ~~for~~which ~~each~~consisted ~~reportable~~of ~~segment~~intellectual ~~with~~property, aequipment ~~goodwill~~assets, ~~balance~~technical ~~for~~expertise, ~~the~~contract ~~six~~rights, ~~months~~other ~~ended~~personal ~~November 1~~property, ~~2025:~~and related assets.

	Commercial		Transportation		Total
Balance as of April 26, 2025	$	3,159	$	29	$	3,188
Foreign currency translation	(16)		(4)		(20)
Balance as of November 1, 2025	$	3,143	$	25	$	3,168

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.

WeThe ~~perform~~acquisition anis ~~analysis~~not ofsignificant ~~goodwill~~to onour ancondensed ~~annual~~consolidated ~~basis,~~financial statements and itas issuch ~~tested~~we ~~for~~have ~~impairment~~not ~~more~~included ~~frequently~~disclosures ifof ~~events~~the orallocation ~~changes~~of inthe ~~circumstances~~purchase ~~indicate~~price. ~~that~~Additionally, ~~the~~we ~~carrying~~have ~~value may~~ not beincluded ~~recoverable.~~any ~~Our~~pro ~~annual~~forma ~~impairment~~disclosures ~~assessment~~as ~~is performed during~~ the ~~third~~results ~~quarter~~ of ~~each~~its ~~fiscal~~operations ~~year,~~are ~~based~~not onsignificant ~~the~~to ~~goodwill~~our ~~balance~~consolidated asfinancial ofresults. ~~the~~The ~~first~~results ~~business~~of ~~day~~XDC’s ofDisplay ~~that~~Business ~~quarter.~~operations Ashave ofbeen ~~November 1,~~included ~~2025,~~in our ~~most~~condensed ~~recent~~consolidated ~~annual~~financial ~~goodwill~~statements ~~impairment~~since ~~test~~the ~~concluded~~date ~~that~~of ~~no impairment existed~~acquisition.

AsNote ~~of November 1, 2025 and April 26, 2025, the total accumulated goodwill impairments were $4,576~~7. Goodwill

~~Note~~The 7.following ~~Financing~~table ~~Agreements~~summarizes changes in the carrying amount of goodwill for each reportable segment with a goodwill balance for the nine months ended January 31, 2026:

The following table summarizes the components of our long-term debt as of the dates indicated:

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	November 1,2025		April 26,2025
	Live Events		Commercial		Transportation		Total
Mortgage	$	11,500	$	12,375
Balance as of April 26, 2025	$	—	$	3,159	$	29	$	3,188
Long-term debt, gross	11,500		12,375
Foreign currency translation	—		56		16		72
Debt issuance costs, net	(201)		(388)
XDC Acquisition	153		148		149		450
Current portion	(1,500)		(1,500)
Balance as of January 31, 2026	$	153	$	3,363	$	194	$	3,710
Long-term debt, net	$	9,799	$	10,487

We perform an analysis of goodwill on an annual basis, and it is tested for impairment more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. Our annual impairment assessment is performed during the third quarter of each fiscal year, based on the goodwill balance as of the first business day of that quarter. As of January 31, 2026, our most recent annual goodwill impairment test concluded that no impairment existed.

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

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

Note 8. Financing Agreements

The following table summarizes the components of our long-term debt as of the dates indicated:


	January 31, 2026		April 26, 2025


Mortgage	$	11,213	$	12,375

Long-term debt, gross	11,213		12,375
Debt issuance costs, net	(161)		(388)

Current portion	(1,150)		(1,500)
Long-term debt, net	$	9,902	$	10,487

Credit Agreements

On ~~May~~November 1126, ~~2023~~2025, the Company entered into a new $7571,~~000~~500 senior secured credit facility (the “New Credit Facility”) pursuant to a Credit Agreement ~~dated as of May 11, 2023~~ (~~as amended, restated, modified, or supplemented from time to time,~~ the “New Credit Agreement”), between and among the Company, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), the Lenders ~~(as defined in the Credit Agreement)~~, and the other Loan Parties ~~(as defined in the Credit Agreement)~~. The ~~Credit~~following ~~Facility~~capitalized ~~and~~terms ~~the~~have ~~Credit~~specific ~~Agreement~~meanings ~~were~~as defined in ~~effect throughout~~ the ~~periods~~New ~~covered~~Credit byAgreement: ~~this~~Lenders; ~~Quarterly~~Loan ~~Report~~Parties; onAdjusted ~~Form~~Term ~~10-Q,~~SOFR ~~including~~Rate; ~~the~~Adjusted ~~quarter~~Daily ~~ended~~Simple ~~November 1,~~SOFR; ~~2025,~~CB ~~and~~Floating ~~were~~Rate; ~~superseded~~Total ~~and~~Leverage ~~replaced~~Ratio; ~~by the New Credit Facility~~ and ~~the~~Fixed ~~New~~Charge ~~Credit~~Coverage ~~Agreement (as each such term is defined herein)~~Ratio.

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

• a $60,000 ~~asset-based~~ revolving credit facility (the “~~ABL~~Revolver”), maturing on ~~May~~November 1126, ~~2026,~~2028 ~~secured by a first-priority lien on the Company’s assets pursuant to a Pledge and Security Agreement dated May 11, 2023, between and among the Company, Daktronics Installation, Inc.~~ (~~“Daktronics Installation”), and~~ the ~~Administrative Agent (the~~ “~~Pledge~~Maturity ~~and Security Agreement~~Date”); and

•aan $1511,~~000~~500 ~~delayed draw~~ term loan (the “~~Delayed~~New ~~Draw~~Term Loan”), ~~also~~amortizing ~~secured~~in byequal ~~the~~quarterly ~~first-priority~~installments ~~lien~~of on$288, ~~the~~with ~~Company’s assets pursuant to~~ the ~~Pledge~~remaining ~~and~~principal ~~Security~~due ~~Agreement and a first-priority mortgage~~ on the ~~Company’s~~Maturity ~~real estate located in Brookings, South Dakota~~Date.

~~Under~~The Revolver and the ~~ABL,~~New ~~borrowing~~Term ~~capacity~~Loan ~~was~~are ~~subject~~guaranteed toby ~~certain~~the ~~conditions~~Loan Parties and ~~may~~are ~~fluctuate~~secured ~~based~~by perfected, first‑priority liens on ~~various~~substantially ~~factors.~~all Aspersonal ofproperty ~~November 1,~~and ~~2025,~~assets of the Company’s ~~borrowing~~and ~~capacity~~the ~~under~~other ~~the~~Loan ~~ABL~~Parties, ~~was~~including ~~$41~~intellectual property,~~745,~~ ~~with~~pursuant noto ~~borrowings~~a ~~outstanding~~new pledge and ~~$3,210~~security ~~utilized~~agreement ~~for~~and ~~outstanding~~related ~~letters~~collateral ofdocuments ~~credit~~(collectively, the “New Security Agreement”). NoThe ~~borrowings~~New ~~were~~Security ~~made~~Agreement ~~under~~replaced the ~~ABL~~prior ~~during~~pledge and security agreement entered into in connection with the ~~period~~Prior ~~ended~~Credit ~~November 1,~~Agreement ~~2025~~(as defined herein).

~~The~~Borrowings ~~interest~~under ~~rate~~the onNew ~~the~~Credit ~~ABL~~Facility ~~was~~bear ~~determined~~interest, onat aone ~~sliding~~of ~~scale~~the ~~based~~following onrates to be selected by the Company’s, ~~trailing~~in ~~12-month~~its ~~fixed~~discretion: ~~charge~~(i) ~~coverage~~the ~~ratio~~Adjusted ~~and~~Term ~~ranges~~SOFR ~~from~~Rate ~~2.5~~plus toa 30.510% ~~percent~~margin; ~~over~~(ii) the ~~Secured~~Adjusted ~~Overnight~~Daily ~~Financing~~Simple ~~Rate~~SOFR plus a 0.10% margin; or (~~“SOFR”~~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.

~~The~~Letters ~~$15,000 Delayed Draw Loan was funded on July 7, 2023. It was amortized over a 10-year period with monthly principal payments~~ of ~~$125~~credit ~~and~~issued ~~scheduled~~under ~~to mature on May 11, 2026. The interest rate on~~ the ~~Delayed~~Revolver ~~Draw~~accrue ~~Loan~~customary ~~was~~fees ~~determined on a sliding scale based on the trailing 12-month fixed charge coverage ratio~~ and ~~ranged~~generally ~~from~~must ~~1.0~~expire ~~and~~no ~~2.0~~later ~~percent~~than ~~over~~five ~~the~~business ~~Commercial~~days ~~Bank~~prior ~~Floating Rate (“CBFR”). As of November 1, 2025, the interest rate applicable~~ to the ~~Delayed~~Maturity ~~Draw Loan was 8~~Date.5 ~~percent.~~

The Credit Agreement also permitted the Company to secure Letters of Credit (as defined in the Credit Agreement) with terms that expire after the Credit Agreement’s scheduled maturity date of May 11, 2026 under certain conditions (the “Specified Letters of Credit”). Pursuant to the Credit Agreement, no later than 91 days before the Maturity Date (as defined below), the Company was required to deposit an amount of cash equal to 105% of the LC Exposure (as defined in the Credit Agreement) into one or more accounts (collectively, the “Specified LC Collateral Account”) controlled exclusively by the Administrative Agent. The Company was required to grant a security interest in the Specified LC Collateral Account to the Administrative Agent, and the funds in the Specified LC Collateral Account were to be used to cover any unreimbursed amounts owed to the issuing Lender, subject to certain exceptions. The Credit Agreement required the funds in the Specified LC Collateral Account to be returned to the Company and the other Borrowers (as defined in the Credit Agreement) in the event that the scheduled Maturity Date was further extended.

The Credit Agreement also required the Borrowers to fully pay any and all outstanding amounts owed under the Delayed Draw Loan on or before the earlier of: (i) May 11, 2026; and (ii) any earlier date on which the Commitments (as defined in the Credit Agreement) are reduced to zero or otherwise terminated pursuant to the terms of the Credit Agreement (the “Termination Date”). The Borrowers’ repayment obligations under the Credit Agreement were scheduled to mature on the

Table of Contents

~~earliest~~The ~~of:~~financial ~~(A)~~covenants ~~November~~under ~~30,~~the ~~2026;~~New Credit Agreement require the Company to maintain (Bi) ~~unless~~a ~~otherwise~~maximum ~~agreed~~quarterly inTotal ~~writing~~Leverage byRatio ~~the~~of ~~Administrative~~3.00 ~~Agent~~to 1.00 and (~~with~~ii) ~~the~~a ~~consent~~minimum ofFixed ~~all~~Charge ~~Lenders),~~Coverage ~~the~~Ratio ~~date~~of ~~that~~1.25 to 1.00. There is ~~six~~a ~~(6)~~limited ~~months~~ability ~~prior~~to exclude certain unfinanced capital expenditures from these calculations when specified liquidity thresholds are met. These covenants apply to ~~the~~borrowings ~~scheduled~~under ~~maturity~~both ~~date~~the ofRevolver and the New Term Loan. ~~Debt~~The ~~(as~~New ~~defined~~Credit inAgreement ~~the~~includes ~~Credit~~customary ~~Agreement);~~representations, covenants, and ~~(C)~~events ~~the~~of ~~Termination~~default, ~~Date~~including ~~(such~~limitations ~~earliest~~on ~~date~~incurring additional debt, ~~the~~liens, ~~“Maturity~~investments, ~~Date”)~~asset sales, restricted payments, and affiliate transactions.

~~The~~Proceeds ~~Credit~~from ~~Agreement~~the ~~contained~~New ~~covenants~~Credit ~~that,~~Facility ~~among~~may ~~other~~be ~~things,~~used ~~restricted our ability~~ to ~~repurchase~~refinance ~~shares~~existing ~~of Common Stock, pay dividends, incur additional~~ indebtedness, and ~~make~~for ~~certain~~working ~~investments. Those restrictions placed limits on our ability to return~~ capital to stockholders through share repurchases or dividends, but did not have a material impact on our ability to make stock repurchases during the quarter ended November 1, 2025. For more information on the Company’s ability to repurchase shares under the Credit Agreement, please refer to “Item 2. Unregistered Sales of Equity Securities and ~~Use~~other ofgeneral ~~Proceeds”~~corporate ~~of Part II of this Quarterly Report on Form 10-Q~~purposes.

OnAs ~~November~~of 26January 31, ~~2025~~2026, wethe ~~entered~~Company ~~into~~was ain ~~new~~compliance ~~$71,500~~with ~~senior~~all ~~secured~~covenants ~~credit~~under ~~facility (~~the “New Credit ~~Facility”)~~Agreement ~~pursuant~~and toother aagreements ~~Credit~~related ~~Agreement~~to (the “New Credit ~~Agreement”),~~Facility. ~~between~~There ~~and~~were ~~among~~no ~~the~~advances ~~Company,~~under the ~~Administrative~~New ~~Agent,~~Term ~~the~~Loan ~~Lenders~~portion ~~(as~~of ~~defined~~our inline ~~the~~of ~~New Credit Agreement)~~credit, and the ~~other~~balance ~~Loan~~of ~~Parties~~letters ~~(as~~of ~~defined~~credit inissued ~~the~~and ~~New~~outstanding ~~Credit~~under ~~Agreement).~~the ~~See~~Revolver ~~“Note~~was 13approximately $1,911. ~~Subsequent~~As ~~Events”~~ of ~~the~~January 31, ~~Notes~~2026, to$58,089 ~~our~~of ~~Condensed~~the ~~Consolidated~~New ~~Financial~~Credit ~~Statements~~Facility ~~included~~remains in ~~this~~place ~~Quarterly~~and ~~Report~~available ~~on Form 10-Q~~ for ~~a description of the debt obligations under the New Credit Agreement~~borrowing.

In connection with entering into the New Credit Agreement, the Company terminated its prior senior credit facility dated May 11, 2023 (as amended, the “Prior Credit Agreement”), which consisted of an asset‑based revolving credit facility and a delayed draw term loan. All outstanding obligations under the Prior Credit Agreement were repaid in full, and all related liens, including the mortgage on the Company’s Brookings, South Dakota real property, were released. No material early termination penalties were incurred in connection with the termination of the Prior Credit Agreement. Certain customary obligations, including indemnification and confidentiality provisions, survive the termination of the Prior Credit Agreement.

Convertible Note

As of ~~November~~January 131, ~~2025~~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. Additional details regarding the Convertible Note activity during fiscal 2025 are included in “Note 17. Related Party Transactions” of the Form 10-K.

Debt Issuance Costs

Debt issuance costs incurred ~~and~~in ~~capitalized~~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 ~~payments~~repayments or ~~conversions,~~the atermination ~~proportional amount~~ of ~~unamortized~~a debt ~~issuance costs is expensed. Amortization of debt issuance costs totaled $807 for each of the six months ended November 1~~agreement, ~~2025~~any ~~and October 26, 2024. As of November 1, 2025, the~~ remaining unamortized debt issuance costs ofassociated ~~$870~~with ~~were~~such ~~being~~agreement ~~amortized~~are ~~over the remaining term of the Credit Facility~~expensed.

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

Amortization of debt issuance costs totaled $1,516 and $1,211 for the nine months ended January 31, 2026 and January 25, 2025, respectively. The amortization for the nine months ended January 31, 2026 includes amortization related to both the Prior Credit Agreement prior to its termination and the New Credit Facility subsequent to its execution.

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

Future Maturities

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

Fiscal years ending	Amount
Remainder of 2026	$	625
2027	10,875
2028	—
2029	—
2030	—
Total debt	$	11,500

Note 8. Commitments and Contingencies

Litigation: We are involved in legal proceedings and claims that arise in the ordinary course of business. We continuously evaluate these matters, including regulatory reviews and inspections, and apply appropriate accounting guidance when determining accruals and disclosures. Contingency accruals are recorded when a loss is considered probable and the amount can be reasonably estimated. If a reasonably possible loss exceeds the amount accrued and disclosure is necessary to avoid misleading financial statements, we disclose the estimated range of loss. No accrual is recorded when a loss is probable but not reasonably estimable, or when a loss is considered reasonably possible or remote; however, material matters are disclosed as required under ASC 450-20, Contingencies – Loss Contingencies.

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Fiscal years	Amount
Remainder of 2026	$	288
2027	1,150
2028	1,150
2029	8,625
2030	—

Total debt	$	11,213

Note 9. Commitments and Contingencies

Our assessment of whether a loss is reasonably possible or probable is based on management’s evaluation and consultation with legal counsel regarding the ultimate outcome of each matter, including the impact of any appeals.

For other unresolved legal proceedings or claims, we do not believe there is a reasonable probability that a material loss will be incurred. Accordingly, no material accruals or disclosures of potential loss ranges have been made. WeAlthough the outcome of these matters is uncertain, we do not expect the ultimate resolution of these matters to have a material adverse impact on our business, financial position, results of operations, liquidity, or capital resources.

Warranties: The following table summarizes changes in our warranty obligations for the ~~six~~nine months ended ~~November~~January 131, ~~2025~~2026.

	November 1,2025
	January 31,2026
Balance as of April 26, 2025	$	35,830
Warranties issued during the period	811,~~633~~361
Settlements made during the period	(56,~~028~~764)
Changes in accrued warranty obligations for pre-existing warranties during the period, including expirations	(23,~~380~~029)
Balance as of November 1, 2025	$	37,055
Balance as of January 31, 2026	$	37,398

Performance guarantees: 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 ~~November~~January 131, ~~2025~~2026, we had $6465,~~091~~964 of bonded work outstanding and $31,~~210~~911 in letters of credit outstanding. These performance guarantees generally have terms of one year, although specific durations may vary by contract.

We enter into written agreements with customers that may include indemnification provisions requiring us to compensate the customer for financial losses resulting from certain acts or omissions. We seek to negotiate reasonable limitations and caps on such indemnification obligations. As of ~~November~~January 131, ~~2025~~2026, we were not aware of any material indemnification claims.

Note 9. Income Taxes

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

Our effective tax rates for the three and six months ended November 1, 2025 were 20.0 percent and 23.0 percent, respectively. The tax rates were primarily driven by permanent tax adjustments and the reversal of a valuation allowance in proportion to the increase in pre-tax income during the period. The effective tax rate for the three and six months ended October 26, 2024 of 15.0 percent and 35.2 percent, respectively, were driven by the impacts of the Convertible Note fair value adjustments.

We operate both domestically and internationally and, as of November 1, 2025, the undistributed earnings of our foreign subsidiaries were considered to be reinvested indefinitely. Additionally, as of November 1, 2025, we had $558 of unrecognized tax benefits which would reduce our effective tax rate if recognized.

On July 4, 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.

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WeNote ~~note that as of November 1, 2025, there were no material impacts to the Company’s financial statements~~10. WeIncome ~~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.~~Taxes

~~Note~~The 10provision for income taxes during interim reporting periods is calculated by applying an estimate of the annual effective tax rate to “ordinary” income or loss for the reporting period, adjusted for discrete items. ~~Fair~~Due ~~Value~~to ~~Measurement~~various factors, including our estimate of annual income, our effective tax rate is subject to fluctuation.

~~The~~Our ~~following~~effective ~~table~~tax ~~presents~~rates ~~our~~for ~~financial~~the ~~assets~~three and ~~liabilities~~nine ~~measured~~months atended ~~fair~~January 31, ~~value~~2026 onwere a14.3 ~~recurring~~percent ~~basis~~and as22.3 percent, respectively. The tax rates were primarily driven by permanent tax adjustments and the reversal of ~~November 1,~~valuation ~~2025~~allowance in proportion to the increase in pre-tax income during the period. The effective tax rates for the three and ~~April~~nine months ended January 2625, 2025, ~~classified~~of by3.7 ~~level~~percent ~~within~~and ~~the~~109.2 ~~fair~~percent, ~~value~~respectively, ~~hierarchy~~were ~~based~~driven onby the ~~valuation~~impacts ~~techniques~~of ~~utilized~~the toConvertible ~~determine~~Note fair value adjustments.

We operate both domestically and internationally and, as of January 31, 2026, the undistributed earnings of our foreign subsidiaries were considered to be reinvested indefinitely. Additionally, as of January 31, 2026, we had $470 of unrecognized tax benefits which would reduce our effective tax rate if recognized.

Note 11. Fair Value Measurement

The following table presents our financial assets and liabilities measured at fair value on a recurring basis as of January 31, 2026 and April 26, 2025, classified by level within the fair value hierarchy based on the valuation techniques utilized to determine fair value.

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

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
Balance as of November 1, 2025
Balance as of January 31, 2026
Cash and cash equivalents	$	~~149~~144,~~604~~424	$	—	$	—	$	~~149~~144,~~604~~424
	$	~~149~~144,~~604~~424	$	—	$	—	$	~~149~~144,~~604~~424
Balance as of April 26, 2025
Cash and cash equivalents	$	127,507	$	—	$	—	$	127,507
	$	127,507	$	—	$	—	$	127,507

Note 1112. Share Repurchase Program

On June 17, 2016, our Board of Directors (the “Board” or “Board of Directors”) authorized a share repurchase program (the “Repurchase Program”) under which the Company may repurchase up to $40,000 of outstanding Common Stock. On March 4, 2025, the Board approved a $10,000 increase in the limit under the Repurchase Program. ~~from~~On ~~$40~~June 23,~~000~~ to2025, the Board approved an additional $5010,000 increase in the limit under the Repurchase Program. On ~~June~~December 239, 2025, the Board approved an additional $1020,000 increase ~~from~~for a maximum authorized value of $5080,000 toas ~~$60~~of January 31,~~000~~ 2026.

Repurchases under the Repurchase Program may be made from time to time in open market transactions or privately negotiated transactions, subject to business and market conditions, applicable legal requirements, and other relevant factors. The Repurchase Program does not obligate the Company to repurchase any specific number of shares, may be suspended or terminated at any time at the discretion of the Board and has no fixed expiration date.

During the six months ended November 1, 2025, the Company repurchased 746 shares of Common Stock at a total cost of $12,215. As of November 1, 2025, $7,665 of the $60,000 authorized amount remained available for repurchase under the Repurchase Program.

For information on restrictions on the Company’s ability to repurchase shares under the Credit Agreement, please refer to “Note 7. Financing Agreement” of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and “Item 2. Unregistered Sales of Equity Securities and Use of Proceeds” of Part II of this Quarterly Report on Form 10-Q. For additional information, see “Note 13. Subsequent Events” of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Note 12. Related Party Transactions

Daktronics Related Person Transaction Policy: The Board of Directors has adopted the Daktronics Related Person Transaction Policy, a written policy and procedures with respect to related party transactions (the “Policy”), which 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 any “Related Person” had, has, or will have a direct or indirect material interest. The Policy generally defines a "Related Person" as: a director, director nominee, or executive officer of the Company at any time during the last fiscal year; a beneficial owner of more than five percent of any class of our voting securities; 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

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~~Committee~~The ~~reviews~~Repurchase ~~and,~~Program ifdoes ~~appropriate,~~not ~~approves~~obligate ~~Related~~the ~~Person~~Company ~~Transactions,~~to ~~including~~repurchase ~~certain~~any ~~transactions~~specific ~~which~~number ~~are~~of ~~deemed~~shares, tomay be ~~pre-approved~~suspended ~~under~~or ~~the~~terminated ~~Policy.~~at Onany antime ~~annual~~at ~~basis,~~ the ~~Audit~~discretion ~~Committee~~of ~~reviews~~the ~~any~~Board ~~previously~~and ~~approved~~has ~~Related~~no ~~Person~~fixed ~~Transactions~~expiration ~~that are ongoing~~date.

~~Transactions~~During ~~with Alta Fox Opportunities: As reported in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in~~ the ~~section~~nine ~~entitled~~months ~~“Liquidity~~ended ~~and Capital Resources” of the Form 10-K~~January 31, ~~effective May 11~~2026, ~~2023,~~ the Company ~~entered~~repurchased ~~into~~1,293 ashares ~~Securities~~of ~~Purchase~~Common ~~Agreement~~Stock ~~with~~at ~~Alta~~a ~~Fox~~total ~~Opportunities~~cost ~~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 $2522,~~000 (the "Securities Purchase Agreement")~~777. As of ~~November~~January 131, ~~2025~~2026, ~~no principal or interest remained outstanding under the Convertible Note. For additional information on the Convertible Note~~$17,104 ~~see “Note 7. Financing Agreements”~~ of the ~~Notes~~$80,000 toauthorized ~~our~~amount ~~Condensed~~remained ~~Consolidated~~available ~~Financial~~for ~~Statements~~repurchase ~~included~~under inthe ~~this~~Repurchase ~~Quarterly Report on Form 10-Q~~Program.

~~Alta~~For ~~Fox~~information ~~Opportunities~~on ~~reported~~restrictions inon ~~Amendment~~the ~~No.~~Company’s 2ability to ~~the~~repurchase ~~Schedule~~shares ~~13D~~under ~~filed with~~ the ~~SEC~~New onCredit ~~May 15~~Agreement, ~~2023~~please ~~(“Amendment~~refer ~~No.~~to ~~2”)~~“Note ~~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~~8.99 ~~percent~~Financing ofAgreements” ~~Common Stock outstanding: Alta Fox GenPar, LP, as the general partner~~ of ~~Alta Fox Opportunities; Alta Fox Equity, LLC, as~~ the ~~general~~Notes ~~partner~~to ~~of Alta Fox GenPar, LP; Alta Fox Capital Management, LLC, as~~ the ~~investment~~Condensed ~~manager~~Consolidated ofFinancial ~~Alta~~Statements ~~Fox~~included ~~Opportunities;~~in ~~and~~this P.Quarterly ~~Connor~~Report ~~Haley,~~on asForm ~~the~~10-Q ~~sole owner, member,~~ and ~~manager of each of Alta Fox Capital Management, LLC and Alta Fox Equity LLC (collectively with Alta Fox Opportunities,~~ “~~Alta~~Item ~~Fox”)~~2. ~~Accordingly,~~Unregistered ~~based~~Sales onof ~~Amendment~~Equity ~~No.~~Securities 2 and ~~other~~Use ~~publicly available information provided by Alta Fox Opportunities in its reports filed with the SEC as~~ of ~~May 11, 2023, Alta Fox was a “Related Person~~Proceeds” of ~~the~~Part ~~Company~~II ~~under the Policy and the applicable provisions~~ of ~~the~~this ~~Securities~~Quarterly ~~Act~~Report ~~of 1933, as amended (the "Securities Act"), and the rules promulgated thereunder. According to Amendment No. 4 to the Schedule 13D filed by Alta Fox~~ on ~~October~~Form ~~24, 2025 with the SEC, Alta Fox reported that it beneficially owned 4,431 shares of Common Stock on October 24, 2025, representing 9.~~10 ~~percent of the outstanding shares of Common Stock~~-Q.

~~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 Committee13. Stock-Based Compensation

~~Transactions~~During ~~with~~the ~~Reece~~three A.months ~~Kurtenbach:~~ended ~~Effective April 10~~January 31, ~~2025~~2026, ~~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~~recognized aadditional ~~16.4~~stock‑based ~~percent~~compensation ~~ownership~~expense ~~interest~~related ~~and~~to ~~accounts for under~~ the ~~equity~~accelerated ~~method~~vesting of ~~accounting.~~certain Asequity ~~previously~~awards ~~disclosed~~ in ~~reports~~connection ~~filed by the Company~~ with the ~~SEC,~~separation ~~Reece~~of A.an ~~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~~The ~~and~~acceleration ~~Carla S. Gatzke, both~~ of ~~whom~~vesting ~~are~~resulted ~~executive~~in ~~officers of~~ the ~~Company.~~recognition ~~As a result~~ of ~~his~~approximately ~~appointment~~$620 ~~as Interim Chief Executive Officer~~ of ~~XDC~~compensation ~~and~~expense ~~the~~during ~~foregoing relationships with~~ the ~~Company and its executive officers~~period, ~~Reece~~which ~~A. Kurtenbach~~ is ~~considered~~included ain ~~Related~~“General ~~Person under the Policy~~ and aadministrative” ~~related~~expense ~~party under ASC 850 - Related Party Disclosures. The Company continues to monitor the foregoing relationships with respect to Reece A. Kurtenbach to ensure appropriate governance and disclosure~~ in ~~accordance~~our ~~with~~Condensed ~~applicable~~Consolidated ~~accounting~~Statements ~~standards~~of ~~and SEC rules~~Operations.

~~Transactions~~During ~~with~~the ~~Milwaukee~~three ~~Bucks~~months ~~Inc.:~~ended InJanuary 31, ~~fiscal 2025~~2026, the Company ~~entered~~reclassified ~~into~~certain aperformance‑based ~~change~~restricted ~~order~~stock tounits anfrom ~~existing~~equity‑classified ~~agreement~~awards ~~with~~to ~~Milwaukee~~liability‑classified ~~Bucks~~awards ~~Inc.~~because ~~The~~the ~~total~~awards ~~value~~permit ofsettlement ~~the~~in ~~change~~cash ~~order~~at ~~was~~the ~~$214~~holder’s election. OnAs ~~April~~of 29January 31, ~~2025~~2026, ~~the~~$304 ~~Company~~was ~~entered~~reclassified ~~into~~from aadditional ~~contract~~paid‑in ~~with~~capital ~~Milwaukee~~to ~~Bucks~~accrued ~~Inc.~~compensation ~~The~~liabilities, ~~total~~and ~~value~~$180 ~~of the contract~~ was ~~$683.~~recognized ~~The~~as ~~terms~~stock-based ofcompensation ~~both~~expense ofto reflect the ~~above-referenced~~awards’ ~~arrangements~~fair ~~between~~value at the ~~Company~~reclassification ~~and~~date. ~~Milwaukee~~The ~~Bucks~~liability ~~Inc.~~is ~~were~~included ~~arm’s-length~~in ~~transactions~~“Accrued ~~made~~expenses” in ~~the~~our ~~ordinary~~Condensed ~~course~~Consolidated Statements of ~~the Company’s business~~Operations. ~~Peter~~Liability‑classified ~~Feigin,~~awards aare ~~member~~remeasured ofat ~~the~~fair ~~Board,~~value iseach ~~the~~reporting ~~President~~period ofuntil ~~Milwaukee Bucks Inc~~settlement.

~~See~~No ~~"Note~~other 2.material ~~Investments~~modifications into ~~Affiliates"~~the ~~for~~Company’s ~~further~~stock‑based ~~details~~compensation ofarrangements ~~related~~occurred ~~party~~during ~~transactions with our investments in~~ the ~~Affiliate Notes~~period.

Note 14. Related Party Transactions

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

Alta Fox Opportunities reported in Amendment No. 2 to the Schedule 13D filed with the SEC on May 15, 2023 (“Amendment No. 2”) that, as of May 11, 2023, Alta Fox Opportunities, together with the following affiliates and associates, beneficially owned 4,768 shares of Common Stock, representing 9.99 percent of Common Stock outstanding: Alta Fox GenPar, LP, as the general partner of Alta Fox Opportunities; Alta Fox Equity, LLC, as the general partner of Alta Fox GenPar, LP; Alta Fox Capital Management, LLC, as the investment manager of Alta Fox Opportunities; and P.

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~~Note~~Connor 13Haley, 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”). ~~Subsequent~~Accordingly, ~~Events~~based on Amendment No. 2 and other publicly available information provided by Alta Fox Opportunities in its reports filed with the SEC as of May 11, 2023, Alta Fox was a “Related Person” of the Company under the Policy and the applicable provisions of the Securities Act of 1933, as amended (the "Securities Act"), and the rules promulgated thereunder. According to Amendment No. 5 to the Schedule 13D filed by Alta Fox on December 10, 2025 with the SEC, Alta Fox reported that it beneficially owned 3,733 shares of Common Stock on December 10, 2025, representing 7.70 percent of the outstanding shares of Common Stock.

~~New~~The ~~Credit~~Securities ~~Facility~~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.

OnTransactions ~~November~~with 26Reece A. Kurtenbach: 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 ~~entered~~previously ~~into~~owned interest in and accounted for under the ~~New~~equity ~~Credit~~method ~~Facility~~of ~~with~~accounting. Mr. Kurtenbach served as a member of the ~~Administrative~~Board ~~Agent~~of Directors of Daktronics, Inc. through January 31, 2026, at which time he resigned. As previously disclosed in reports filed by the ~~Lenders~~Company (with the SEC, Reece A. Kurtenbach also served as ~~defined~~a indirector and executive officer during the ~~New~~fiscal ~~Credit~~year ~~Agreement)~~ended April 26, 2025 and is the ~~other~~brother ~~Loan~~of ~~Parties~~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 ~~defined~~Interim inChief Executive Officer of XDC and the ~~New~~foregoing ~~Credit~~relationships ~~Agreement)~~between ~~pursuant~~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 ~~New~~closing ~~Credit~~of ~~Agreement.~~the XDC Acquisition on December 22, 2025.

~~The~~Transactions ~~New~~with ~~Credit~~Milwaukee ~~Facility~~Bucks ~~created~~Inc.: ~~pursuant~~In fiscal 2025, the Company entered into a change order to an existing agreement with Milwaukee Bucks Inc. The total value of the ~~New~~change ~~Credit~~order ~~Agreement~~was $214. On April 29, 2025, the Company entered into a contract with Milwaukee Bucks Inc. The total value of the contract was $683. 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, is ~~comprised~~the President of: Milwaukee Bucks Inc.

•See a"Note ~~$60,000~~2. ~~revolving~~Investments ~~credit~~in ~~facility~~Affiliates" ~~(the~~for ~~“Revolver”),~~further ~~maturing~~details onof ~~November~~related ~~26,~~party ~~2028~~transactions ~~(the~~with ~~“Maturity~~our ~~Date”);~~investments ~~and~~in affiliates.

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

Under the New Credit Agreement, both the Revolver and the New Term Loan are guaranteed by the Loan Parties and secured by perfected, first priority liens on personal property of the Company and the other Loan Parties pursuant to the Pledge and Security Agreement executed between and among the Company, Daktronics Installation (collectively with the Company and any additional entities that may become parties thereto, the "Grantors"), and the Administrative Agent for the benefit of the secured parties thereto under the New Credit Agreement (the "New Security Agreement") and other Collateral Documents (as defined in the New Credit Agreement). The New Security Agreement, which replaced the prior Pledge and Security Agreement, establishes a security interest in substantially all of the personal property and assets of the Grantors and secures the prompt and complete payment and performance of the Grantors' obligations under the New Credit Agreement and related loan documents. In connection with the execution of the New Security Agreement, the Grantors also executed other Collateral Documents customary for transactions of this type, including intellectual property security agreements in order to facilitate recordation and perfection of the underlying intellectual property assets.

Each borrowing under the New Credit Facility will accrue interest at one of the following rates to be selected by the Company, in its discretion: (i) the Adjusted Term SOFR Rate (as defined in the New Credit Agreement) plus a 0.10% margin; (ii) the Adjusted Daily Simple SOFR (as defined in the New Credit Agreement) plus a 0.10% margin; or (iii) the CB Floating Rate (as defined in the New Credit Agreement) with a 0.00% margin. Amounts repaid under the New Term Loan may not be reborrowed.

Undrawn commitments under the Revolver accrue a commitment fee of 0.20% per year. Letters of Credit (as defined in the New Credit Agreement) issued under the Revolver accrue customary fees and generally must expire no later than five business days prior to the Maturity Date. The financial covenants under the New Credit Agreement include a maximum quarterly Total Leverage Ratio (as defined in the New Credit Agreement) of 3.00 to 1.00 and a minimum Fixed Charge Coverage Ratio (as defined in the New Credit Agreement) of 1.25 to 1.00. There is a limited ability to exclude certain unfinanced capital expenditures from these calculations when specified liquidity thresholds are met. These covenants apply to borrowings under both the Revolver and the New Term Loan. Proceeds may be used for refinancing existing debt and for working capital and other general corporate purposes. The New Credit Agreement includes customary representations, covenants, and events of default, including limitations on incurring additional debt, liens, investments, asset sales, restricted payments, and affiliate transactions.

In connection with entering into the New Credit Agreement and the New Security Agreement, the Credit Agreement, the Pledge and Security Agreement, and other documents related to the Credit Facility were terminated, all outstanding payment obligations under the Credit Agreement were repaid in full, and all associated liens, including the mortgage recorded against the Company's Brookings, South Dakota real property, and other obligations of the Company under the Credit Facility were released, except for the following obligations, each of which will survive the termination of the Credit Agreement and related loan documents: (i) obligations specified in the Credit Agreement or related loan documents as surviving such agreement’s termination, such as indemnification and confidentiality; (ii) any Existing Letter of Credit (as defined in the New Credit Agreement), each of which constitutes a Letter of Credit (as defined in the New Credit Agreement); (iii) any filings made by the Administrative Agent with the United States Patent and Trademark Office with respect to security interests in intellectual property of the Loan Parties; or (iv) any UCC-1 Financing Statements previously filed by the Administrative Agent, as secured party, and any Loan Party as the debtor, regardless of whether any such UCC-1 Financing Statement was filed in connection with the Credit Agreement or any related loan documents. There were no material early termination penalties incurred by the Company as a result of the termination of the Credit Agreement.

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Appointment of new CEO

On December 2, 2025, the Board approved the Company’s entry into a letter agreement with Ramesh Jayaraman (the “Letter Agreement”) and approved Mr. Jayaraman’s appointment as President and Chief Executive Officer of the Company, effective February 1, 2026 (the “Effective Date”), subject to Mr. Jayaraman’s continued employment through such date. Pursuant to the Letter Agreement, Mr. Jayaraman commenced full‑time employment with the Company on December 10, 2025 (the “Start Date”). In connection with the appointment, the Board also designated Mr. Jayaraman as an “executive officer” as defined in Rule 3b‑7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as an “officer” for purposes of Section 16 of the Exchange Act, effective as of the Start Date. As set forth in the Letter Agreement, Mr. Jayaraman is expected to be appointed to the Board no later than the Effective Date, following and subject to completion of the Company’s customary onboarding procedures for Board members.

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

Share Repurchases

On December 9, 2025, our Board of Directors approved the repurchase of an additional $20,000 of the Company’s outstanding shares of common stock under the stock repurchase program for a maximum authorized value of $80,000. For additional information, see “Note 11. Share Repurchase Program” of the Notes to our Consolidated Financial Statements included in this Form 10-Q.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This section entitled "Management’s Discussion and Analysis of Financial Condition and Results of Operations" (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The MD&A provides a narrative analysis explaining the reasons for material changes in the (i) financial condition of Daktronics, Inc. and its subsidiaries (the "Company", "Daktronics", "we", "our", or "us") during the period from the most recent fiscal year-end, April 26, 2025, to and including ~~November~~January 131, ~~2025~~2026; and (ii) results of operations of the Company during the current fiscal period(s) as compared to the corresponding period(s) of the preceding fiscal year.

This Quarterly Report on Form 10-Q, including the MD&A, contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect our current views with respect to future events and financial performance. The words "may," "might," "would," "could," "should," "will," "expect," "estimate," "anticipate," "believe," "intend," "plan," "forecast," "project," and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any and all forecasts and projections in this document are “forward-looking statements” and are based on management’s current expectations or beliefs. From time to time, we may also provide oral and written forward-looking statements in other materials we release to the public, such as press releases, presentations to securities analysts or investors, or other communications by us. Any or all forward-looking statements in this Quarterly Report on Form 10-Q and in any public statements we make could be materially different from actual results. Accordingly, we wish to caution investors that any forward-looking statements made by or on behalf of us are subject to uncertainties and other factors that could cause actual results to differ materially from such statements. Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, changes in economic and market conditions, management of growth, timing and magnitude of future contracts, orders, and capital investment projects, fluctuations in margins, interest rate risk, the introduction of new products and technology, the impact of adverse weather conditions, increased regulation, the imposition of tariffs, trade wars, the availability and costs of raw materials, components, and shipping services, geopolitical and governmental actions, including the U.S. federal government shutdown, expansion into new geographical markets, the Company’s recent leadership transition, transformation initiatives, future strategy, and the other ~~risk~~risks, ~~factors~~trends, and uncertainties described more fully in the Company’s Annual Report on Form 10-K for the fiscal year ended April 26, 2025 (the "Form 10-K") filed with the Securities and Exchange Commission ("SEC"), asthis ~~well~~Quarterly asReport on Form 10-Q, and other ~~publicly~~reports ~~available~~filed ~~information~~with ~~about~~or furnished to the SEC by the Company.

We also wish to caution investors that other factors might in the future prove to be important in affecting our results of operations. New factors emerge from time to time, and it is not possible for management to predict all such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or a combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.

The MD&A should be read in conjunction with the Condensed Consolidated Financial Statements and related Notes included in Item 1 of Part 1 of this Quarterly Report on Form 10-Q, the Form 10-K (including the information presented therein under "Item 1A. Risk Factors" of Part I), and other ~~publicly~~reports ~~available~~filed ~~information~~with ~~about~~or furnished to the SEC by the Company.

The quarter-over-quarter comparisons in this MD&A are as of and for the fiscal quarters ended ~~November~~January 131, ~~2025~~2026 and ~~October~~January 2625, ~~2024~~2025 unless otherwise stated.

Non-GAAP Financial Measures

Contribution margin, which is a financial measure that is not defined under accounting principles generally accepted in the United States (“GAAP”), is utilized by management to evaluate segment profitability and guide resource allocation decisions. It is defined as gross profit less selling expenses. Selling expenses primarily include personnel-related costs, travel and entertainment, marketing expenditures (such as showroom operations, product demonstrations, depreciation and ~~maintenance, conventions, and trade shows), costs associated with customer relationship management and marketing systems, bad debt expense, third-party commissions, and other related expenses.~~

2423

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maintenance, conventions, and trade shows), costs associated with customer relationship management and marketing systems, bad debt expense, third-party commissions, and other related expenses.

In addition to gross profit, management considers contribution margin a meaningful metric for assessing the financial performance of individual segments. We believe this measure provides investors with a useful view of our segment-level performance consistent with the approach used by management. By presenting contribution margin, we aim to enhance transparency and allow investors to better understand how we evaluate and manage our business operations.

Overview

We are recognized industry leaders in the design and manufacture of electronic scoreboards, programmable display systems, and large-screen video displays serving sporting, commercial, and transportation markets. We serve our customers by delivering high-quality standard display products as well as custom-designed and integrated systems.

Our product portfolio ranges from small-scale scoreboards and electronic displays to large, multimillion-dollar video display systems. These offerings are complemented by related control, timing, and sound systems. We are widely acknowledged for our technical expertise and our ability to design, market, manufacture, install, and service comprehensive integrated solutions that display real-time data, graphics, animation, and video.

Our operations encompass a full spectrum of activities, including marketing and sales, engineering and product design and development, manufacturing, technical contracting, professional services, and customer service and support.

Known Trends and Uncertainties

During fiscal 2025, we embarked on our business transformation program, which is focused on driving sustainable growth, margin improvement, and enhanced returns on invested capital. The Company’s transformation roadmap, developed through rigorous analysis and planning, is designed to support ambitious sales and profitability targets. Strong order growth during the quarter reflects ongoing market adoption of digital display technologies and the strength of Daktronics’ integrated product and service offerings.

The business environment remains dynamic, with several external factors ~~influencing~~continuing to influence customer demand and operational costs. ~~Recent~~The ~~U.S.~~Company ~~government~~continues ~~actions~~to ~~have~~be ~~raised~~affected ~~costs~~ by ~~imposing~~U.S. government‑imposed tariffs on electronic components, aluminum, ~~and~~ steel ~~starting June 4~~, ~~2025.~~and ~~A 50% tariff on~~ copper ~~implemented by the U.S. went into effect on August 1~~, ~~2025,~~as ~~and~~well ~~was~~as ~~followed by increased~~ reciprocal tariffs ~~from~~imposed by foreign countries. ~~ranging~~In ~~from~~addition, ~~15%~~changes to ~~40%~~U.S. ontrade ~~August 7~~policy, ~~2025.~~including ~~The~~the ~~removal~~elimination of the de minimis exemption onfor ~~August 29, 2025, which previously allowed~~ low-‑value shipments, continued to ~~enter~~increase ~~the~~logistics ~~country without paying duties or taxes~~ and ~~with~~import‑related ~~minimal paperwork, has further increased logistics expenses~~costs. These tariffs may impact gross margins and could influence customer purchasing behavior, particularly for projects dependent on federal funding. In response, Daktronics is actively monitoring its pricing strategies and sourcing plans to mitigate these effects. However, the ultimate impact on demand remains uncertain.

~~The~~On ~~global~~February ~~market~~20, ~~for~~2026, ~~digital~~the ~~display~~U.S. ~~systems~~Supreme ~~continues~~Court toruled ~~expand,~~that ~~driven~~tariffs imposed by ~~investments~~the inU.S. ~~manufacturing~~presidential ~~capacity~~administration ~~and~~under ~~advancements~~the inInternational ~~display~~Emergency Economic Powers Act (“IEEPA”) exceeded presidential authority and ~~control~~were ~~technologies~~invalidated. ~~The~~Following ~~industry~~the isruling, ~~seeing~~the ~~increased~~administration ~~adoption~~implemented ofa ~~surface~~temporary ~~mount~~global tariff under alternative trade authorities and ~~chip-on-board~~has ~~technologies,~~indicated ~~particularly~~an ~~for~~intention ~~narrow~~to ~~pixel~~increase ~~pitch~~the ~~(NPP)~~rate ~~and~~to ~~micro-LED~~up ~~applications~~to 15%. ~~Innovations~~The ~~in software~~timing, ~~artificial intelligence~~duration, and ~~professional~~final ~~services~~rate ~~are~~of ~~enhancing~~these ~~content~~tariffs ~~creation,~~remain ~~user~~uncertain. ~~interfaces,~~We ~~monitoring,~~continue to monitor these developments and ~~security.~~assess the potential impact on our results of operations.

The global market for digital display systems continues to expand, driven by investments in manufacturing capacity and advancements in display and control technologies. The industry is seeing increased adoption of surface mount and chip-on-board technologies, particularly for narrow pixel pitch (NPP) and micro-LED applications, as manufacturers and customers seek higher performance and efficiency. Innovations in software, artificial intelligence, and professional services are enhancing content creation, user interfaces, monitoring, and security.

We maintain a unique leadership position in our target markets, which are large, growing, and supported by resilient demand from customers seeking to enhance audience experiences in sports, commercial, and transportation environments. We are investing in capacity and resources to grow and deepen market penetration.

To capitalize on this position, we continue to focus on digital and business transformation, cost structure optimization, and market expansion. In fiscal 2025, we established a Business Transformation Office ("BTO") to conduct a comprehensive review of our business, strategy, and operations. The BTO is developing strategic initiatives, enabled in part by our digital transformation, to deliver improved customer outcomes, deeper market penetration, above-market growth, and more efficient delivery, fulfillment, and service. These initiatives are structured to support our ambitious business transformation plan: revenue growth outpacing our addressable market, operating margins of 10–12%, and returns on capital of 17–20%, consistently exceeding our cost of capital.24

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The Company continues to monitor and adjust its capacity and resource levels in response to market conditions. Daktronics is expanding the Company’s global manufacturing network into Mexico, as part of its broader three-year strategic plan for improving profitable growth and increasing the overall agility of the company’s production capacity. The new facility is expected to be in production by the end of fiscal 2026.

There may be periods where sales and expenses are not fully aligned, particularly as investments in transformation and corporate governance are made. These investments may affect near-term profitability but are intended to support long-term value creation.

Despite ongoing uncertainties related to tariffs, geopolitical developments, and federal funding priorities, Daktronics believes that the fundamental drivers of the audiovisual industry remain strong. Increased adoption of LED display systems across industries, combined with the Company’s ongoing development of new technologies, services, and sales channels, are expected to support long-term growth.

RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED ~~NOVEMBER~~JANUARY 131, ~~2025~~2026 AND ~~OCTOBER~~JANUARY 2625, ~~2024~~2025

Product Order Backlog

Backlog represents the dollar value of contractually binding customer purchase commitments for integrated electronic display systems and related products and services that are expected to be recognized as net sales in future periods. Orders are included in backlog when we have received an executed contract and any required deposits or security, and the revenue has not yet been recognized. Certain orders supported by binding letters of intent or contracts are excluded from backlog until all required contractual documentation and deposits are received.

Orders and backlog are non-GAAP operating measures, and our methodology for determining these metrics may differ from ~~that~~those used by other companies. Management believes that order and backlog levels provide meaningful insight into our business activity, including fluctuations due to seasonality and the timing of large-scale projects. New orders during the period are used to assess market share and competitive performance, while backlog informs capacity and resource planning. Given that orders and backlog are operational measures and that the Company’s methodology for calculating them does not meet the definition of a non-GAAP financial measure, as that term is defined by the SEC, a quantitative reconciliation is not required or provided.

The timing of order fulfillment is subject to customer schedules, supply chain conditions, and our production capacity. We believe order information is useful to investors as an indicator of future revenue and market positioning.

As of ~~November~~January 131, ~~2025~~2026, our product order backlog was $~~320~~342.63 million, compared to $~~236~~273.02 million as of ~~October~~January 2625, ~~2024~~2025, and $341.6 million as of April 26, 2025. The increase in backlog year over year reflects a higher volume of order bookings, driven by continued market adoption and demand for digital display technologies.

We expect to fulfill the backlog as of ~~November~~January 131, ~~2025~~2026, within the next 24 months. However, fulfillment timing may be impacted by project delays due to customer site conditions, which are outside of our control.

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Consolidated Performance Summary

The following is an analysis of changes in key items included in the statements of operations for the three months ended ~~November~~January 131, ~~2025~~2026 and ~~October~~January 2625, ~~2024~~2025:

	November 1, 2025		% of Net sales (1)		October 26, 2024		% of Net sales (1)		Dollar Change (1)		Percent Change (1)
	January 31, 2026		% of Net sales (1)		January 25, 2025		% of Net sales (1)		Dollar Change (1)		Percent Change (1)
Net sales	$	~~229~~181,~~253~~871	100.0	%	$	~~208~~149,~~331~~507	100.0	%	$	2032,~~922~~364	1021.06	%
Cost of sales	~~167~~138,~~428~~242		7376.0		~~152~~112,~~468~~726		7375.24		1425,~~960~~516		922.86
Gross profit	6143,~~825~~629		2724.0		5536,~~863~~781		2624.86		56,~~962~~848		1018.76
Operating expenses:
Selling	1615,~~056~~335		78.04		14,~~704~~471		79.17		~~1,352~~864		96.20
General and administrative	1315,~~762~~844		68.07		1516,~~550~~498		711.50		(~~1,788~~654)		(114.50)
Product design and development	10,~~444~~528		45.68		9,~~839~~440		46.73		~~605~~1,088		611.15
Total operating expenses	4041,~~262~~707		1722.69		40,~~093~~409		1927.20		~~169~~1,298		03.42
Operating income	21,563		9.4		15,770		7.6		5,793		36.7
Operating income (loss)	1,922		1.1		(3,628)		(2.4)		5,550		(153.0)
Nonoperating income (expense):
Interest income (expense), net	~~558~~1,072		0.26		~~273~~508		0.13		~~285~~564		~~104~~111.40
Change in fair value of convertible note	—		—		10(14,~~304~~083)		4.(9.4)		~~(10~~14,~~304)~~083		(100.0)
Other expense, net	(259)		(0.1)		(1,164)		(0.6)		905		(77.7)
Other income (expense), net	518		0.3		(613)		(0.4)		1,131		(184.5)
Income before income taxes	21,862		9.5		25,183		12.1		(3,321)		(13.2)
Income (loss) before income taxes	3,512		1.9		(17,816)		(11.9)		21,328		(119.7)
Income tax expense	4,381		1.9		3,777		1.8		604		16.0
Income tax expense (benefit)	502		0.3		(660)		(0.4)		1,162		(176.1)
Net income	$	17,481	7.6	%	$	21,406	10.3	%	$	(3,925)	(18.3)	%
Net income (loss)	$	3,010	1.7	%	$	(17,156)	(11.5)	%	$	20,166	(117.5)	%
Diluted earnings per share	$	0.3506			$	(0.2236)			$	0.1342	59(116.17)	%
Diluted weighted average shares outstanding	49,~~391~~257				5147,~~715~~764				$	(21,~~324)~~493	(43.5)1	%
Orders	$	~~199~~201,~~135~~111			$	~~177~~186,~~590~~904			$	2114,~~545~~207	127.16	%

(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided. In addition, percentages may not add in total due to rounding.

Net Sales: The sales increase in the ~~second~~third quarter of fiscal 2026 compared to the same period in fiscal 2025 was the result of higher sales volumes in the Commercial, Live Events, and ~~International~~High School Parks and Recreation business units, partially offset by decreased sales in the ~~High~~Transportation ~~School Park~~ and ~~Recreation~~International business ~~unit~~units. ~~Sales in our Transportation business unit were relatively flat.~~ The amount of recognized revenue associated with performance obligations satisfied in prior years during the three months ended ~~November~~January 131, ~~2025~~2026 and ~~October~~January 2625, ~~2024~~2025 was immaterial.

Order volume increased in the ~~second~~third quarter of fiscal 2026 compared to the same period in fiscal 2025 primarily due to order growth in the ~~Live~~High ~~Events,~~School ~~Transportation,~~Parks and ~~International~~Recreation and Transportation business units, partially offset by lower order volume in the ~~Spectaculars niche of the Commercial business unit.~~ Live Events ~~had large order bookings related to three Major League Baseball stadiums~~ and ~~three~~International ~~Major~~business ~~League Soccer arena~~units. ~~Transportation~~Order ~~has~~bookings ~~seen order growth~~ in ~~airports and Intelligent Transportation Systems (“ITS”). International continued to grow primarily due to orders in~~ the ~~Middle~~Commercial ~~East~~business ~~and~~unit remained

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relatively flat. Variability in orders is typical for large project business areas, especially for sports projects, during the Company’s third fiscal quarter.

Gross profit increased in the third quarter of fiscal 2026 compared to the same period in fiscal 2025 as a result of higher sales volume. Gross profit as a percentage of net sales decreased slightly to 24.0 percent for the third quarter of fiscal 2026 as compared to 24.6 percent for the same period a year ago, primarily due to project mix variability. Total warranty expense as a percentage of sales increased slightly to 1.3 percent for the third quarter of fiscal 2026 as compared to 0.9 percent for the same period a year ago.

Selling expenses increased in the third quarter of fiscal 2026 compared to the same period in fiscal 2025 primarily due to increases in personnel related wages and benefits.

General and administrative expenses decreased in the third quarter of fiscal 2026 compared to the same period in fiscal 2025. During the third quarter of fiscal 2026 and fiscal 2025, the Company incurred $2.1 million and $4.8 million, respectively, for expenses related to management transitions, acquisition costs, strategic and digital transformation initiatives, and corporate governance matters.

Product design and development expenses increased in the third quarter of fiscal 2026 compared to the same period in fiscal 2025 primarily due to higher staffing costs and investments in advanced technologies and engineering services.

Interest income (expense), net in the third quarter of fiscal 2026 increased compared to the same period one year ago primarily due to higher cash levels invested in interest-bearing accounts. During the third quarter of fiscal 2025, the interest expense included interest on the convertible note, which was settled during fiscal 2025.

Change in fair value of Convertible Note results from accounting for the senior secured convertible note dated May 11, 2023 we issued to Alta Fox Opportunities Fund, LP during fiscal 2024 (the “Convertible Note”) under the fair value option. The fair value change was primarily caused by the forced conversion of the entire Convertible Note in the third and fourth quarters of fiscal 2025. All amounts due under the Convertible Note were settled in fiscal 2025, and the Company has no further obligations under the Convertible Note.

Other income (expense), net increased in the third quarter of fiscal 2026 compared to the same period in fiscal 2025 primarily due to foreign currency volatility and the X Display Company Technology Limited (“XDC”) business combination.

Income tax expense (benefit): For the three months ended January 31, 2026, our effective tax rate was 14.3 percent compared to 3.7 percent for the three months ended January 25, 2025. The lower tax rate in the third quarter of fiscal 2025 is due to the tax effect of the increase of the Convertible Note fair value adjustment to expense that is not deductible for tax purposes reduced by the tax effect of the period's decrease in pre-tax income, whereas in the third quarter of fiscal 2026, the tax rate was reduced by increases to discrete tax benefits and a reversal of a valuation allowance with no fair value adjustments applicable.

Net income: For the three months ended January 31, 2026, our earnings per diluted share was $0.06 compared to a loss per diluted share of $0.36 in the same period last year.

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~~Europe.~~Reportable ~~Order~~Segment ~~bookings~~Performance ~~in the High School Park and Recreation business unit remained relatively flat. Large project bookings can cause comparability differences to the seasonally lower quarters.~~Summary

~~Gross~~The ~~profit~~following astable apresents ~~percentage~~financial ofperformance ~~net~~information ~~sales~~for ~~increased~~our ~~slightly~~reportable tosegments ~~27.0 percent~~ for the ~~second~~three ~~quarter~~months ofended ~~fiscal~~January 31, 2026 asand ~~compared~~January 25, to2025, ~~26.8~~including ~~percent for the same period~~ a ~~year~~reconciliation ~~ago. The increase was driven by a combination~~ of ~~strategic~~contribution ~~pricing~~margin, ~~and operational efficiencies. Total warranty expense as~~ a ~~percentage~~non-GAAP ofmeasure, ~~sales~~to ~~decreased~~GAAP ~~slightly~~operating toincome, ~~1.6~~which ~~percent~~is ~~for~~ the ~~second~~most ~~quarter~~directly ofcomparable ~~fiscal~~GAAP ~~2026~~measure ~~as compared~~ to ~~1.7~~contribution ~~percent for the same period a year ago.~~margin:

Selling expenses increased in the second quarter of fiscal 2026 compared to the same period in fiscal 2025 primarily due to the increases in personnel related wages and benefits.


	Three Months Ended January 31, 2026
	Commercial		Percent of net sales (1)		Live Events		Percent of net sales (1)		High School Park and Recreation		Percent of net sales (1)		Transportation		Percent of net sales (1)		International		Percent of net sales (1)		Total		Percent of net sales (1)
Net sales	$	43,506			$	74,911			$	31,649			$	15,273			$	16,532			$	181,871
Cost of sales	31,399		72.2	%	59,803		79.8	%	22,150		70.0	%	10,795		70.7	%	14,095		85.3	%	138,242		76.0	%
Gross profit	12,107		27.8		15,108		20.2		9,499		30.0		4,478		29.3		2,437		14.7		43,629		24.0
Selling	4,110		9.4		3,018		4.0		4,070		12.9		1,362		8.9		2,775		16.8		15,335		8.4
Contribution margin	7,997		18.4		12,090		16.1		5,429		17.2		3,116		20.4		(338)		(2.0)		28,294		15.6
General and administrative	—		—		—		—		—		—		—		—		—		—		15,844		8.7

Product design and development	—		—		—		—		—		—		—		—		—		—		10,528		5.8
Operating income	$	7,997	18.4	%	$	12,090	16.1	%	$	5,429	17.2	%	$	3,116	20.4	%	$	(338)	(2.0)	%	$	1,922	1.1	%

Orders	$	41,454			$	73,370			$	39,177			$	31,790			$	15,320			$	201,111

	Three Months Ended January 25, 2025
	Commercial		Percent of net sales (1)		Live Events		Percent of net sales (1)		High School Park and Recreation		Percent of net sales (1)		Transportation		Percent of net sales (1)		International		Percent of net sales (1)		Total		Percent of net sales (1)
Net sales	$	37,976			$	46,072			$	29,367			$	18,789			$	17,303			$	149,507
Cost of sales	28,890		76.1	%	37,278		80.9	%	20,075		68.4	%	11,863		63.1	%	14,620		84.5	%	112,726		75.4	%
Gross profit	9,086		23.9		8,794		19.1		9,292		31.6		6,926		36.9		2,683		15.5		36,781		24.6
Selling	3,870		10.2		2,991		6.5		3,845		13.1		1,279		6.8		2,486		14.4		14,471		9.7
Contribution margin	5,216		13.7		5,803		12.6		5,447		18.5		5,647		30.1		197		1.1		22,310		14.9
General and administrative	—		—		—		—		—		—		—		—		—		—		16,498		11.0

Product design and development	—		—		—		—		—		—		—		—		—		—		9,440		6.3
Operating income	$	5,216	13.7	%	$	5,803	12.6	%	$	5,447	18.5	%	$	5,647	30.1	%	$	197	1.1	%	$	(3,628)	(2.4)	%

Orders	$	40,983			$	78,132			$	34,549			$	13,838			$	19,402			$	186,904

	Net Dollar and % Change
	Commercial		Percent Change (1)		Live Events		Percent Change (1)		High School Park and Recreation		Percent Change (1)		Transportation		Percent Change (1)		International		Percent Change (1)		Total		Percent Change (1)
Net sales	$	5,530	14.6	%	$	28,839	62.6	%	$	2,282	7.8	%	$	(3,516)	(18.7)	%	$	(771)	(4.5)	%	$	32,364	21.6	%
Cost of sales	2,509		8.7		22,525		60.4		2,075		10.3		(1,068)		(9.0)		(525)		(3.6)		25,516		22.6
Gross profit	3,021		33.2		6,314		71.8		207		2.2		(2,448)		(35.3)		(246)		(9.2)		6,848		18.6
Selling	240		6.2		27		0.9		225		5.9		83		6.5		289		11.6		864		6.0
Contribution margin	2,781		53.3		6,287		108.3		(18)		(0.3)		(2,531)		(44.8)		(535)		(271.6)		5,984		26.8
General and administrative	—		—		—		—		—		—		—		—		—		—		(654)		(4.0)

Product design and development	—		—		—		—		—		—		—		—		—		—		1,088		11.5
Operating income	$	2,781	53.3	%	$	6,287	108.3	%	$	(18)	(0.3)	%	$	(2,531)	(44.8)	%	$	(535)	(271.6)	%	$	5,550	(153.0)	%

Orders	$	471	1.1	%	$	(4,762)	(6.1)	%	$	4,628	13.4	%	$	17,952	129.7	%	$	(4,082)	(21.0)	%	$	14,207	7.6	%

General and administrative expenses decreased in the second quarter of fiscal 2026 compared to the same period in fiscal 2025 primarily due to one-time professional fees expenses in fiscal 2025. The current period expenses are mostly in line with normal operating levels. During the second quarter of fiscal 2025, the Company incurred $3.3 million of consultant related expenses associated with the strategic and digital transformation initiatives.

Product design and development expenses increased in the second quarter of fiscal 2026 compared to the same period in fiscal 2025 primarily due to higher staffing costs and investments in advanced technologies and engineering services.

Interest income (expense), net in the second quarter of fiscal 2026 increased compared to the same period one year ago primarily due to higher cash levels invested in interest-bearing accounts. During the second quarter of fiscal 2025, the interest expense included interest on the convertible note, which was settled during fiscal 2025.

Change in fair value of Convertible Note results from accounting for the senior secured convertible note dated May 11, 2023 we issued to Alta Fox Opportunities Fund, LP during fiscal 2024 (the "Convertible Note") under the fair value option. The fair value change was primarily caused by the forced conversion of the entire Convertible Note in the third and fourth quarters of fiscal 2025. All amounts due under the Convertible Note were settled in fiscal 2025.

Other expense, net decreased in the second quarter of fiscal 2026 compared to the same period in fiscal 2025 primarily due to losses recorded for equity method affiliates and foreign currency volatility.

Income tax expense: For the three months ended November 1, 2025, our effective tax rate was 20.0 percent compared to 15.0 percent for the three months ended October 26, 2024. The lower tax rate in the second quarter of fiscal 2025 is due to the reduction of the Convertible Note fair value adjustment to expense in proportion to the period’s increase in pre-tax income, whereas there are no fair value adjustments applicable in the second quarter of fiscal 2026.

Net income: For the three months ended November 1, 2025, our earnings per diluted share was $0.35 compared to $0.22 in the same period last year.

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~~Reportable~~(1) ~~Segment~~Amounts ~~Performance~~are ~~Summary~~calculated on unrounded numbers and therefore may not recalculate using the rounded numbers provided. In addition, percentages may not add in total due to rounding.

~~The~~During ~~following~~the ~~table~~third ~~presents~~quarter ~~financial~~of ~~performance~~fiscal ~~information~~2026, ~~for~~total ~~our~~net ~~reportable~~sales ~~segments~~increased ~~for the three months ended November 1, 2025~~ and ~~October 26,~~gross ~~2024,~~profit ~~including~~as a ~~reconciliation~~percentage of ~~contribution~~net ~~margin,~~sales ~~a non-GAAP measure~~decreased, toreflecting ~~GAAP~~the ~~operating~~cumulative ~~income,~~impact ~~which~~of is the ~~most~~following ~~directly comparable GAAP measure to contribution margin~~factors:

Commercial: The increase in net sales in the third quarter of fiscal 2026 compared to the same period one year ago was primarily driven by fulfilling orders in Spectacular LED video display projects, On-Premise digital signage, and Out-of-Home digital billboards. Gross profit as a percentage of sales increased due to delivering more profitable projects in the Spectaculars niche and higher sales volume over a relatively fixed cost structure. Selling expenses remained relatively flat. The slight increase in order bookings reflects continued market adoption of digital display technology.

Live Events: The increase in net sales in the third quarter of fiscal 2026 compared to the same period one year ago was due to the fulfillment of large project orders. Gross profit as a percentage of sales in the quarter remained relatively flat. Selling expenses remained relatively flat. Order bookings fluctuate based on the timing of large project bookings and seasonal sports impacts. During the third quarter of fiscal 2026, we booked a large Major League Baseball stadium project, but had lower orders of other large facility projects.

High School Park and Recreation: Sales increased during the third quarter of fiscal 2026 compared to the same period one year ago primarily driven by higher project execution and continued demand for video display systems. Gross profit as a percentage of sales decreased due to price increases not recovering all increases in tariff costs. Selling expenses remained relatively flat. Order bookings increased due to stronger demand for video display systems in school during the off season.

Transportation: Sales decreased during the third quarter of fiscal 2026 compared to the same period one year ago due to lower order bookings in fiscal 2025 which reduced the level of backlog available to build. Gross profit as a percentage of sales decreased due to a shift in project mix toward smaller projects, added tariff expenses, and competitive pricing pressure, which resulted in higher cost of goods sold as a percentage of sales. Selling expenses remained relatively flat. Order bookings increased compared to the prior year, reflecting strong demand and continued momentum in airports.

International: The decrease in net sales in the third quarter of fiscal 2026 was driven by timing of conversion of orders due to lower backlog compared to one year ago. Gross profit as a percentage of sales decreased primarily due to lower sales volume over relatively fixed cost structure. Selling expenses remained relatively flat. Order bookings decreased compared to the same period a year ago, with results primarily reflecting the timing of large stadium project awards in international markets. However, demand remained strong, primarily due to successful order bookings in Australia and Europe.

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	Three Months Ended November 1, 2025
	Commercial		Percent of net sales (1)		Live Events		Percent of net sales (1)		High School Park and Recreation		Percent of net sales (1)		Transportation		Percent of net sales (1)		International		Percent of net sales (1)		Total		Percent of net sales (1)
Net sales	$	50,752			$	81,481			$	45,967			$	21,274			$	29,779			$	229,253
Cost of sales	37,432		73.8	%	61,717		75.7	%	31,880		69.4	%	14,711		69.2	%	21,688		72.8	%	167,428		73.0	%
Gross profit	13,320		26.2		19,764		24.3		14,087		30.6		6,563		30.8		8,091		27.2		61,825		27.0
Selling	4,450		8.8		2,837		3.5		4,049		8.8		1,602		7.5		3,118		10.5		16,056		7.0
Contribution margin	8,870		17.5		16,927		20.8		10,038		21.8		4,961		23.3		4,973		16.7		45,769		20.0
General and administrative	—		—		—		—		—		—		—		—		—		—		13,762		6.0
Product design and development	—		—		—		—		—		—		—		—		—		—		10,444		4.6
Operating income	$	8,870	17.5	%	$	16,927	20.8	%	$	10,038	21.8	%	$	4,961	23.3	%	$	4,973	16.7	%	$	21,563	9.4	%
Orders	$	42,281			$	89,228			$	35,678			$	14,076			$	17,872			$	199,135
	Three Months Ended October 26, 2024
	Commercial		Percent of net sales (1)		Live Events		Percent of net sales (1)		High School Park and Recreation		Percent of net sales (1)		Transportation		Percent of net sales (1)		International		Percent of net sales (1)		Total		Percent of net sales (1)
Net sales	$	43,439			$	77,207			$	48,071			$	21,478			$	18,136			$	208,331
Cost of sales	32,301		74.4	%	62,237		80.6	%	30,267		63.0	%	12,806		59.6	%	14,857		81.9	%	152,468		73.2	%
Gross profit	11,138		25.6		14,970		19.4		17,804		37.0		8,672		40.4		3,279		18.1		55,863		26.8
Selling	4,554		10.5		2,293		3.0		4,001		8.3		1,402		6.5		2,454		13.5		14,704		7.1
Contribution margin	6,584		15.2		12,677		16.4		13,803		28.7		7,270		33.8		825		4.5		41,159		19.8
General and administrative	—		—		—		—		—		—		—		—		—		—		15,550		7.5
Product design and development	—		—		—		—		—		—		—		—		—		—		9,839		4.7
Operating income	$	6,584	15.2	%	$	12,677	16.4	%	$	13,803	28.7	%	$	7,270	33.8	%	$	825	4.5	%	$	15,770	7.6	%
Orders	$	44,548			$	70,524			$	35,838			$	12,222			$	14,458			$	177,590
	Net Dollar and % Change
	Commercial		Percent Change (1)		Live Events		Percent Change (1)		High School Park and Recreation		Percent Change (1)		Transportation		Percent Change (1)		International		Percent Change (1)		Total		Percent Change (1)
Net sales	$	7,313	16.8	%	$	4,274	5.5	%	$	(2,104)	(4.4)	%	$	(204)	(0.9)	%	$	11,643	64.2	%	$	20,922	10.0	%
Cost of sales	5,131		15.9		(520)		(0.8)		1,613		5.3		1,905		14.9		6,831		46.0		14,960		9.8
Gross profit	2,182		19.6		4,794		32.0		(3,717)		(20.9)		(2,109)		(24.3)		4,812		146.8		5,962		10.7
Selling	(104)		(2.3)		544		23.7		48		1.2		200		14.3		664		27.1		1,352		9.2
Contribution	2,286		34.7		4,250		33.5		(3,765)		(27.3)		(2,309)		(31.8)		4,148		502.8		4,610		11.2
General and administrative	—		—		—		—		—		—		—		—		—		—		(1,788)		(11.5)
Product design and development	—		—		—		—		—		—		—		—		—		—		605		6.1
Operating income	$	2,286	34.7	%	$	4,250	33.5	%	$	(3,765)	(27.3)	%	$	(2,309)	(31.8)	%	$	4,148	502.8	%	$	5,793	36.7	%
Orders	$	(2,267)	(5.1)	%	$	18,704	26.5	%	$	(160)	(0.4)	%	$	1,854	15.2	%	$	3,414	23.6	%	$	21,545	12.1	%

During the second quarter of fiscal 2026, total net sales and gross profit as a percentage of net sales increased, reflecting the cumulative impact of the following factors:

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Commercial: The increase in net sales in the second quarter of fiscal 2026 compared to the same period one year ago was primarily driven by fulfilling orders in our On-Premise digital signage and Out-of-Home digital billboards niche, partially offset by a decrease in Spectacular LED video display projects. Gross profit as a percentage of sales increased due to a shift in mix to products with higher margins and higher sales volume over a relatively fixed cost structure. Selling expense remained relatively flat. The decrease in order bookings was primarily driven by delayed commitments from Spectaculars customers due to a competitive market.

Live Events: The increase in net sales in the second quarter of fiscal 2026 was due to the fulfillment of large project orders. The increase in gross profit as a percentage of sales in the quarter is attributable to higher sales volume over a relatively fixed cost structure. Selling expense increased slightly due to personnel related wages and benefit costs for investments in staffing to support future growth. Order bookings vary because of large project booking impacts and seasonal sports impacts. During the second quarter of fiscal 2026, orders increased due to a mix of large project wins, including professional sports stadiums, and mid-sized project upgrades.

High School Park and Recreation: Sales decreased during the second quarter of fiscal 2026 compared to the same period one year ago due to timing for when customers take delivery of video projects, which are larger in dollar amount. Gross profit as a percentage of sales was also impacted by the lower mix of video projects shipping as they are higher margin business, and margins decreased due to a lower sales volume over steady fixed costs. Selling expenses remained relatively flat. Order bookings remained relatively flat.

Transportation: Sales remained relatively flat during the second quarter of fiscal 2026 compared to the same period one year ago. Gross profit as a percentage of sales decreased due to a shift in project mix toward smaller projects, added tariff expenses, and competitive pricing pressure, which resulted in higher cost of goods sold as a percentage of sales. Selling expenses increased slightly due to personnel related wages and benefit costs for investments in staffing to support future growth. Order bookings increased compared to the prior year, reflecting growth in airports and ITS.

International: The increase in net sales in the second quarter of fiscal 2026 was primarily driven by higher backlog and higher orders. Gross profit as a percentage of sales increased as a result of a higher sales volume. Selling expense increased in the second quarter of fiscal 2026 compared to the same period in the prior year, primarily driven by personnel related wages and benefit costs for investments in staffing to support future growth. The increase in order bookings is primarily driven by successful bookings in the Middle East due to a large stadium project and the continued execution of global expansion strategies.

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RESULTS OF OPERATIONS

COMPARISON OF THE ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~JANUARY 131, ~~2025~~2026 AND ~~OCTOBER~~JANUARY 2625, ~~2024~~2025

Consolidated Performance Summary

The following is an analysis of changes in key items included in the statements of operations for the ~~six~~nine months ended ~~November~~January 131, ~~2025~~2026 and ~~October~~January 2625, ~~2024~~2025:

	November 1, 2025		% of Net sales (1)		October 26, 2024		% of Net sales (1)		Dollar Change (1)		Percent Change (1)
	January 31, 2026		% of Net sales (1)		January 25, 2025		% of Net sales (1)		Dollar Change (1)		Percent Change (1)
Net sales	$	~~448~~630,~~225~~096	100.0	%	$	~~434~~583,~~419~~926	100.0	%	$	1346,~~806~~170	37.29	%
Cost of sales	~~321~~459,~~328~~570		7172.79		~~318~~431,~~858~~584		73.49		227,~~470~~986		06.85
Gross profit	~~126~~170,~~897~~526		2827.31		~~115~~152,~~561~~342		26.61		1118,~~336~~184		911.89
Operating expenses:
Selling	3248,~~890~~225		7.37		3044,~~340~~811		7.07		23,~~550~~414		87.46
General and administrative	2843,~~057~~901		67.30		2743,~~273~~771		67.35		~~784~~130		20.93
Product design and development	2131,~~115~~643		45.70		1928,~~462~~902		4.59		12,~~653~~741		89.5
Total operating expenses	82123,~~062~~769		1819.36		77117,~~075~~484		1720.71		46,~~987~~285		6.5.3
Operating income	4446,~~835~~757		107.04		3834,~~486~~858		86.90		611,~~349~~899		1634.51
Nonoperating income (expense):
Interest income (expense), net	12,~~451~~523		0.34		~~202~~710		—0.1		1,~~249~~813		~~618~~255.34
Change in fair value of convertible note	—		—		(1125,~~286~~369)		(24.63)		1125,~~286~~369		(100.0)
Other expense, net	(21,~~201~~683)		(0.53)		(12,~~999~~612)		(0.54)		~~(202)~~929		10(35.16)
Income before income taxes	4447,~~085~~597		97.86		257,~~403~~587		51.83		1840,~~682~~010		73527.53
Income tax expense	10,~~134~~636		21.37		8,~~943~~283		2.1.4		12,~~191~~353		1328.34
Net income	$	33,951	7.6	%	$	16,460	3.8	%	$	17,491	106.3	%
Net income (loss)	$	36,961	5.9	%	$	(696)	(0.1)	%	$	37,657	(5410.5)	%
Diluted earnings per share	$	0.6875			$	(0.3501)			$	0.3376	94(7600.30)	%
Diluted weighted average shares outstanding	49,~~608~~528				4746,~~507~~944				$	2,~~101~~584	45.45	%
Orders	$	~~437~~638,~~678~~789			$	~~353~~540,~~760~~664			$	8398,~~918~~125	2318.71	%

(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided. In addition, percentages may not add in total due to rounding.

Sales, orders, gross profit, and operating expenses were impacted as a result of the first ~~six~~nine months of fiscal 2026 including 2740 weeks compared to the more common 2639 weeks. The first quarter of fiscal 2026 contained 14 weeks.

Net Sales: The sales increase in the first ~~six~~nine months of fiscal 2026 compared to the same period in fiscal 2025 was the result primarily of higher volumes in the Commercial, Live Events, High School Park and Recreation, and International business units, partially offset by decreased sales in the ~~Live Events and~~ Transportation business ~~units~~unit. The amount of recognized revenue associated with performance obligations satisfied in prior years during the ~~six~~nine months ended ~~November~~January 131, ~~2025~~2026 and ~~October~~January 2625, ~~2024~~2025 was immaterial.

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Order volume increased in the first ~~six~~nine months of fiscal 2026 compared to the same period in fiscal 2025 primarily due to order growth in the Live Events, High School Park and Recreation, Transportation, and International business units,. ~~partially~~Order ~~offset~~bookings ~~by lower order volume~~ in the Commercial business unit. ~~Live~~remained ~~Events~~relatively ~~had~~flat. ~~large~~Order ~~order~~ bookings ~~related~~were tosupported ~~multiple~~by ~~Major~~continued ~~League~~demand ~~Baseball~~for ~~stadiums,~~large‑scale ~~one~~video ~~National~~display ~~Hockey~~systems ~~League~~across ~~arena~~professional sports, ~~three~~transportation, ~~Major League Soccer stadiums~~education, and ~~various~~international ~~professional~~markets. ~~sports~~Activity ~~stadium~~was ~~upgrades.~~driven ~~High~~by ~~School~~projects ~~Park~~at ~~and~~major ~~Recreation~~professional ~~has~~sports ~~seen~~venues, ~~continued~~strong ~~adoption~~order ofactivity ~~video~~ in ~~schools.~~aviation ~~International~~and ~~continued~~ITS, toongoing ~~grow~~adoption ~~primarily~~of ~~due~~video ~~to orders~~ in ~~the~~school ~~Middle~~and ~~East,~~community ~~Australia~~settings, and ~~Europe.~~international ~~Order bookings in the Transportation business unit remained relatively flat~~opportunities.

Gross profit as a percentage of net sales increased to 2827.31 percent for the first ~~six~~nine months of fiscal 2026 as compared to 26.61 percent for the same period a year ago. The increase was driven by a combination of strategic pricing, continued operational efficiencies, and ~~favorable~~overall project mix across ~~business~~the ~~units~~business. Total warranty expense as a percentage of sales decreased slightly to 1.4 percent for the first ~~six~~nine months of fiscal 2026 as compared to 1.96 percent for the same period from a year ago ~~primarily driven by lower significant and unusual warranty costs~~.

Selling expenses increased in the first ~~six~~nine months of fiscal 2026 compared to the same period in fiscal 2025 primarily due to ~~the~~ increases in personnel -related wages and benefits and increased staffing levels to support future growth.

General and administrative expenses increased in the first ~~six~~nine months of fiscal 2026 compared to the same period in fiscal 2025 primarily due to personnel -related wages and benefits, and ~~increased~~included ~~expenses~~$2.5 million for ~~technology~~expenses ~~resources~~related ~~for~~to ~~our~~management ~~digital~~transitions ~~transformation~~and ~~strategies~~acquisition costs. During the first ~~six~~nine months of fiscal 2025, the Company incurred $49.30 million of consultant related expenses associated with the strategic and digital transformation initiatives and corporate governance matters.

Product design and development expenses increased in the first ~~six~~nine months of fiscal 2026 compared to the same period in fiscal 2025 primarily due to higher staffing costs and investments in advanced technologies and engineering services.

Interest income (expense), net in the first ~~six~~nine months of fiscal 2026 increased compared to the same period one year ago primarily due to higher cash levels invested in interest-bearing accounts. During the first ~~six~~nine months of fiscal 2025, the interest expense included interest on the Convertible Note, which was settled during fiscal 2025.

Change in fair value of Convertible Note results from accounting for the Convertible Note. The fair value change was primarily caused by the forced conversion of the entire Convertible Note in the third and fourth quarters of fiscal 2025. All amounts due under the Convertible Note were settled in fiscal 2025.

Other expense, net remained relatively flat in the first ~~six~~nine months of fiscal 2026 compared to the same period in fiscal 2025.

Income tax expense: For the ~~six~~nine months ended ~~November~~January 131, ~~2025~~2026, our effective tax rate was 2322.03 percent compared to an effective tax rate of 35109.2 percent for the ~~six~~nine months ended ~~October~~January 2625, ~~2024~~2025. The higher tax rate in the first ~~six~~nine months of fiscal 2025 was primarily due to the impact of the fair value adjustment to the Convertible Note that is not deductible for tax purposes in proportion to ~~the~~ pre-tax income, whereas the tax rate for the first ~~six~~nine months of fiscal 2026 is lower due to having no further impacts of fair value adjustments on Convertible Note.

Net income: For the ~~six~~nine months ended ~~November~~January 131, ~~2025~~2026, our earnings per diluted share was $0.6875 compared to a loss per diluted share of $0.3501 in the same period last year.

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Reportable Segment Performance Summary

The following table presents financial performance information for our reportable segments, including a reconciliation of contribution margin, a non-GAAP measure, to GAAP operating income for the ~~six~~nine months ended ~~November~~January 131, ~~2025~~2026 and ~~October~~January 2625, ~~2024~~2025:

	Six Months Ended November 1, 2025
	Nine Months Ended January 31, 2026
	Commercial		Percent of net sales (1)		Live Events		Percent of net sales (1)		High School Park and Recreation		Percent of net sales (1)		Transportation		Percent of net sales (1)		International		Percent of net sales (1)		Total		Percent of net sales (1)
Net sales	$	96140,~~919~~425			$	~~161~~236,~~281~~192			$	~~105~~136,~~314~~963			$	3753,~~849~~122			$	4663,~~862~~394			$	~~448~~630,~~225~~096
Cost of sales	69101,~~949~~348		72.2	%	~~121~~181,~~331~~134		7576.27	%	6991,~~286~~436		6566.8	%	2636,~~130~~925		69.05	%	3448,~~632~~727		7376.9	%	~~321~~459,~~328~~570		7172.79	%
Gross profit	2639,~~970~~077		27.8		3955,~~950~~058		2423.83		3645,~~028~~527		3433.2		1116,~~719~~197		3130.05		1214,~~230~~667		2623.1		~~126~~170,~~897~~526		2827.31
Selling	913,~~188~~298		9.5		69,~~045~~063		3.78		812,~~678~~748		89.23		34,~~195~~557		8.46		58,~~784~~559		1213.35		3248,~~890~~225		7.37
Contribution margin	1725,~~782~~779		18.34		3345,~~905~~995		2119.05		2732,~~350~~779		2623.09		811,~~524~~640		2221.59		6,~~446~~108		139.86		94122,~~007~~301		2119.04
General and administrative	—		—		—		—		—		—		—		—		—		—		2843,~~057~~901		67.30
Product design and development	—		—		—		—		—		—		—		—		—		—		2131,~~115~~643		45.70
Operating income	$	1725,~~782~~779	18.34	%	$	3345,~~905~~995	2119.05	%	$	2732,~~350~~779	2623.09	%	$	811,~~524~~640	2221.59	%	$	6,~~446~~108	139.86	%	$	4446,~~835~~757	107.04	%
Orders	$	86127,~~504~~958			$	~~181~~254,~~447~~817			$	98138,~~932~~109			$	3567,~~985~~775			$	3450,~~810~~130			$	~~437~~638,~~678~~789
	Six Months Ended October 26, 2024
	Nine Months Ended January 25, 2025
	Commercial		Percent of net sales (1)		Live Events		Percent of net sales (1)		High School Park and Recreation		Percent of net sales (1)		Transportation		Percent of net sales (1)		International		Percent of net sales (1)		Total		Percent of net sales (1)
Net sales	$	77115,~~638~~614			$	~~185~~231,~~815~~887			$	96125,~~077~~444			$	4362,~~968~~757			$	3048,~~921~~224			$	~~434~~583,~~419~~926
Cost of sales	5887,~~905~~795		75.9	%	~~144~~182,~~817~~095		7778.95	%	6081,~~957~~032		6364.46	%	2739,~~547~~410		62.78	%	2641,~~632~~252		8685.15	%	~~318~~431,~~858~~584		73.49	%
Gross profit	1827,~~733~~819		24.1		4049,~~998~~792		2221.15		3544,~~120~~412		3635.64		1623,~~421~~347		37.32		46,~~289~~972		1314.95		~~115~~152,~~561~~342		26.61
Selling	812,~~938~~808		11.51		58,~~181~~172		23.85		811,~~087~~932		89.45		24,~~801~~080		6.45		57,~~333~~819		1716.2		3044,~~340~~811		7.07
Contribution margin	915,~~795~~011		1213.60		3541,~~817~~620		1917.39		2732,~~033~~480		2825.19		1319,~~620~~267		3130.07		(~~1,044~~847)		(31.48)		85107,~~221~~531		1918.64
General and administrative	—		—		—		—		—		—		—		—		—		—		2743,~~273~~771		67.35
Product design and development	—		—		—		—		—		—		—		—		—		—		1928,~~462~~902		4.59
Operating income (loss)	$	915,~~795~~011	1213.60	%	$	3541,~~817~~620	1917.39	%	$	2732,~~033~~480	2825.19	%	$	1319,~~620~~267	3130.07	%	$	(~~1,044~~847)	(31.48)	%	$	3834,~~486~~858	86.90	%
Orders	$	86127,~~670~~653			$	~~121~~199,~~423~~555			$	82116,~~285~~834			$	3448,~~981~~819			$	2847,~~401~~803			$	~~353~~540,~~760~~664
	Net Dollar and % Change
	Commercial		Percent Change (1)		Live Events		Percent Change (1)		High School Park and Recreation		Percent Change (1)		Transportation		Percent Change (1)		International		Percent Change (1)		Total		Percent Change (1)
Net sales	$	1924,~~281~~811	2421.85	%	$	~~(24~~4,~~534)~~305	~~(13~~1.2)9	%	$	911,~~237~~519	9.62	%	$	(69,~~119~~635)	(1315.94)	%	$	15,~~941~~170	5131.65	%	$	1346,~~806~~170	37.29	%
Cost of sales	1113,~~044~~553		1815.74		(~~23,486~~961)		(160.25)		810,~~329~~404		1312.78		(12,~~417~~485)		(56.13)		87,~~000~~475		3018.01		227,~~470~~986		06.85
Gross profit	811,~~237~~258		4440.05		(15,~~048)~~266		(210.6)		~~908~~1,115		2.65		(47,~~702~~150)		(2830.6)		7,~~941~~695		~~185~~110.14		1118,~~336~~184		911.89
Selling	~~250~~490		23.8		~~864~~891		1610.79		~~591~~816		76.38		~~394~~477		1411.17		~~451~~740		89.5		23,~~550~~414		87.46
Contribution margin	710,~~987~~768		8171.57		(14,~~912)~~375		(510.3)5		~~317~~299		10.29		(57,~~096~~627)		(3739.46)		76,~~490~~955		(~~717~~821.41)		814,~~786~~770		1013.37
General and administrative	—		—		—		—		—		—		—		—		—		—		~~784~~130		20.93
Product design and development	—		—		—		—		—		—		—		—		—		—		12,~~653~~741		89.5
Operating income (loss)	$	710,~~987~~768	8171.57	%	$	(14,~~912)~~375	(510.3)5	%	$	~~317~~299	10.29	%	$	(57,~~096~~627)	(3739.46)	%	$	76,~~490~~955	(~~717~~821.41)	%	$	611,~~349~~899	1634.51	%
Orders	$	~~(166)~~305	(0.2)	%	$	6055,~~024~~262	4927.47	%	$	1621,~~647~~275	2018.2	%	$	118,~~004~~956	238.98	%	$	62,~~409~~327	224.69	%	$	8398,~~918~~125	2318.71	%

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(1) Amounts are calculated on unrounded numbers and therefore may not recalculate using the rounded numbers provided. In addition, percentages may not add in total due to rounding.

During the first ~~six~~nine months of fiscal 2026, total net sales and gross profit as a percentage of net sales increased, reflecting the cumulative impact of the following factors:

Commercial: The increase in net sales in the first ~~six~~nine months of fiscal 2026 compared to the same period one year ago was primarily driven by fulfilling orders in all niches, including On-Premise digital signage, Out-of-Home digital billboards, and Spectacular LED video display projects. Gross profit as a percentage of sales increased due to apricing ~~shift~~strategies ~~in mix to products with higher margins~~ and higher sales volume over a relatively fixed cost structure. Selling ~~expense~~expenses ~~remained~~increased ~~relatively~~due ~~flat.~~to ~~The~~personnel ~~decrease~~related wages and benefits costs for investments in ~~order~~staffing ~~bookings~~to ~~was~~support ~~primarily~~future ~~driven~~growth byand ~~delayed~~an ~~commitments~~increase ~~from~~in ~~Spectaculars~~bad ~~customers~~debt ~~due~~reserves. toOrder abookings ~~competitive~~remained ~~market~~relatively flat.

Live Events: The ~~decrease~~increase in net sales in the first ~~six~~nine months of fiscal 2026 was ~~primarily~~driven ~~due~~by to the ~~absence of the~~ fulfillment of a large project ~~seen~~orders. inThe ~~the~~increase ~~first~~in ~~quarter~~gross ofprofit ~~fiscal~~as ~~2026,~~a ~~which~~percentage weof ~~had~~sales in the ~~first~~ quarter ~~of fiscal 2025. Additionally, the decrease~~ is ~~driven~~attributable ~~by order volume declines and the differences in expected timing~~ to ~~fulfill~~higher ~~current~~sales ~~backlog~~volume ~~compared~~over toa ~~last~~relatively ~~year's~~fixed ~~scheduling~~cost structure. Selling ~~expense~~expenses increased ~~slightly~~ due to personnel -related wages and benefit costs for investments in staffing to support future growth. Order bookings vary because of large project booking impacts and seasonal sports impacts. ~~During~~The ~~the~~increase ~~first~~in ~~quarter~~order ofbookings ~~fiscal~~is ~~2026,~~primarily ~~orders~~driven ~~increased~~by ~~due~~strong todemand afor ~~mix~~large‑scale ofvideo ~~large~~display ~~project~~systems ~~wins~~across professional sports venues, including multiple professional sports ~~stadiums~~stadium and ~~arenas,~~arena ~~and mid-sized project upgrades~~projects.

High School Park and Recreation: Sales increased during the first ~~six~~nine months of fiscal 2026 compared to the same period one year ago, ~~primarily~~reflecting ~~driven~~continued byexpansion ~~stronger~~of ~~demand for~~ video display ~~systems~~installations ~~and continued momentum~~ in school and community markets. Gross profit as a percentage of sales ~~increased~~was ~~due~~impacted toby ~~more~~ cost~~-effective~~ ~~video~~increases ~~offerings~~not ~~and~~fully ~~efficient~~absorbed ~~use~~by ofpricing ~~manufacturing expenses~~strategies. Selling expenses increased slightly due to personnel related wages and benefit costs for investments in staffing to support future growth. Order bookings increased due to stronger demand for video display systems across school and community markets, supported by simplified offerings, expanded sales channels, and ~~growing~~continued interest in interactive content solutions.

Transportation: Sales decreased during the first ~~six~~nine months of fiscal 2026 compared to the same period one year ago, primarily due to lower order bookings which reduced the level of backlog available to build. Gross profit as a percentage of sales decreased due to a shift in project mix to smaller projects with tighter margins and added tariff expense, which resulted in higher cost of goods sold as a percentage of sales. Selling expenses increased due to personnel related wages and benefits costs for investments in staffing to support future growth. Order bookings ~~remained~~increased ~~relatively~~compared ~~flat~~to ~~during~~ the ~~first~~prior ~~six~~year, ~~months~~primarily ofdriven ~~fiscal~~by ~~2026~~strong ~~compared~~demand toin ~~the same period one year ago~~airports.

International: The increase in net sales in the first ~~six~~nine months of fiscal 2026, ~~was~~reflecting ~~primarily~~conversion ~~driven~~of by higher backlog into revenue, supported by large project execution and ~~higher~~increased ~~orders~~production volumes. Gross profit as a percentage of sales increased asprimarily adue ~~result~~to ~~of a~~ higher sales volume and favorable project mix. Selling expenses ~~remained~~increased ~~relatively~~due ~~flat~~to personnel related wages and benefits costs for investments in staffing to support future growth. The increase in order bookings is primarily driven by successful bookings inacross the Middle East, ~~due~~Europe, toand aAustralia, ~~large stadium project~~ and the continued execution of global expansion strategies.

LIQUIDITY AND CAPITAL RESOURCES

Six Months Ended

Nine Months Ended

(in thousands)

~~November~~January 131,~~2025~~2026

~~October~~January 2625,~~2024~~2025

Dollar Change

Net cash provided by (used in):

Operating activities

4254,~~604~~322

6274,~~820~~839

(20,~~216~~517)

Investing activities

(914,~~459~~948)

(1217,~~383~~782)

2,~~924~~834

Financing activities

(1123,~~236~~188)

2(6,~~033~~594)

(1316,~~269~~594)

Effect of exchange rate changes on cash

~~188~~731

~~204~~28

~~(16)~~703

Net increase in cash, cash equivalents and restricted cash

2216,~~097~~917

5250,~~674~~491

(3033,~~577~~574)

Net cash provided by operating activities: The $4254.63 million of cash provided by operating activities during the first ~~six~~nine months of fiscal 2026 decreased from the $6274.8 million in the same period of fiscal 2025. This decrease was primarily driven by a large increase in accounts receivable, which used $3721.09 million of cash in fiscal 2026 compared to a $621.18

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million source of cash in fiscal 2025. Inventory reductions and ~~improved~~increased ~~contract~~stock-based ~~asset~~compensation ~~positions~~ partially offset this impact, while non-cash adjustments such as depreciation, ~~amortization,~~ and ~~stock-based~~amortization ~~compensation~~ remained relatively consistent year-over-year. Changes in operating assets and liabilities used $54.26 million of cash in fiscal 2026, compared to a $2231.60 million source of cash in fiscal 2025, mainly due to the shift in accounts receivable, accounts payable, and ~~lower~~income tax receivable and payable, and inventory reductions.

The changes in net operating assets and liabilities for the ~~six~~nine months ended ~~November~~January 131, ~~2025~~2026 and ~~October~~January 2625, ~~2024~~2025 consisted of the following:

	Six Months Ended
	Nine Months Ended
	November 1,2025		October 26,2024
	January 31,2026		January 25,2025
(Increase) decrease:
Accounts receivable	$	(3721,~~043~~911)	$	621,~~123~~803
Long-term receivables	(21,~~488~~850)		(2,~~909~~755)
Inventories	53,~~031~~022		1625,~~617~~043
Contract assets	(6,~~617~~792)		1015,~~901~~761
Prepaid expenses and other current assets	(32,~~142~~330)		~~(632)~~1,173
Income tax receivables	2,~~806~~628		~~306~~(4,596)
Investment in affiliates and other assets	(4,~~585~~330)		(~~876~~954)
Increase (decrease):
Accounts payable	2123,~~487~~990		(316,~~853~~871)
Contract liabilities	~~984~~(1,886)		(12,~~106)~~327
Accrued expenses	13,~~920~~670		1(3,~~659~~656)
Warranty obligations	(~~302~~192)		(13,~~207~~574)
Long-term warranty obligations	1,~~527~~758		1,~~666~~920
Income taxes payable	32,~~740~~316		(4,~~285~~642)
Long-term marketing obligations and other payables	(12,~~799~~731)		~~173~~(15)
	$	(54,~~247~~638)	$	2230,~~577~~964

Net cash used in investing activities: During the first ~~six~~nine months of fiscal 2026, net cash used in investing activities totaled $914.59 million, primarily driven by $610.84 million in purchases of property and equipment and $35.02 million in ~~net~~ loans to affiliates. In comparison, the same period in fiscal 2025 saw $1014.57 million in property and equipment purchases and $23.03 million in affiliate investments. Proceeds from the sale of property and equipment were $0.36 million in fiscal 2026 compared to $0.12 million in fiscal 2025.

Net cash (used in) ~~provided by~~ financing activities: In the first ~~six~~nine months of fiscal 2026, financing activities resulted in a net cash outflow of $1123.2 million, which included $1222.28 million for repurchased shares, $02.96 million in payments on notes payable, and $0.6 million in tax payments related to RSU issuances. These were partially offset by $1.25 million in proceeds from stock option exercises and $1.4 million in borrowings on notes payable. In comparison, the first quarter of fiscal 2025 reflected a net ~~inflow~~outflow of $26.06 million, primarily driven by $49.20 million infor ~~proceeds~~repurchased ~~from~~shares ~~the~~and ~~exercise~~$1.7 ofmillion ~~stock~~in ~~options~~payments on notes payable. These ~~inflows~~outflows were partially offset by $15.41 million in ~~payments~~proceeds onfrom ~~notes~~the ~~payable~~exercise ~~and~~of ~~principal~~stock ~~payments on long-term obligations~~options.

Debt and Cash

On ~~May~~November 1126, ~~2023~~2025, ~~the~~we ~~Company~~ entered into a new $7571.05 million senior credit facility (the “New Credit Facility”) pursuant to a Credit Agreement ~~dated as of May 11, 2023~~ (~~as amended, restated, modified, or supplemented from time to time,~~ the “New Credit Agreement”)~~, between and among the Company, JPMorgan Chase Bank, N~~.~~A.,~~ asThe ~~administrative~~New ~~agent (the “Administrative Agent”), the Lenders (as defined in the~~ Credit ~~Agreement), and the other Loan Parties (as defined in the Credit Agreement). The Credit~~ Facility ~~consisted~~consists of a ~~$60.0~~cash ~~million~~flow‑backed ~~asset-based~~ revolving ~~credit~~line ~~facility,~~of ~~maturing~~credit ~~on May 11, 2026~~ (the “~~ABL~~Revolver”), and ~~the~~a ~~$15.0~~term ~~million~~loan ~~delayed~~that ~~draw~~is ~~term~~not ~~loan~~collateralized by real estate (the “~~Delayed~~New ~~Draw~~Term Loan”),. ~~which~~We ~~are~~believe ~~secured~~the byNew aCredit ~~first-priority~~Facility ~~mortgage~~enhances ~~(the~~financial ~~“Mortgage”)~~flexibility onin ~~the~~managing ~~Company’s~~our ~~real~~operations ~~estate~~and ~~located~~capital instructure ~~Brookings,~~by ~~South~~extending ~~Dakota~~maturities and aproviding ~~first-priority~~committed ~~lien~~liquidity. onAs ~~the~~of ~~Company’s~~January 31, ~~assets~~2026, ~~pursuant~~there towere ano ~~Pledge~~advances ~~and~~under ~~Security~~the ~~Agreement~~New ~~dated~~Term ~~as of May 11~~Loan, ~~2023~~and (the ~~“Pledge~~balance ~~and~~of ~~Security~~letters ~~agreement”)~~of ~~between~~credit ~~and~~outstanding ~~among~~under the ~~Company,~~Revolver ~~Daktronics~~was ~~Installation,~~approximately ~~Inc~~$1.,9 ~~and~~million. ~~the~~For ~~Administrative~~additional ~~Agent.~~information on financing

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~~The~~agreements, ~~ABL~~see ~~and~~“Note ~~the Delayed Draw Loan were subject to the Credit Agreement~~8. ~~The~~Financing ~~Credit~~Agreements” ~~Agreement also permitted the Company to secure Letters~~ of ~~Credit (as defined in~~ the ~~Credit~~Notes Agreement) with terms that expire after the Credit Agreement’s scheduled maturity day of May 11, 2026 under certain conditions. The Credit Agreement, the Mortgage, and the Pledge and Security Agreement contained customary covenants and conditions, including covenants to ~~maintain a fixed charge coverage ratio, which restricted~~ our ~~ability~~Condensed toConsolidated ~~pay~~Financial ~~dividends~~Statements ~~and~~included make stock repurchases. These restrictions did not have a material impact on our ability to make stock repurchases during the quarter ended November 1, 2025. The Credit Facility and the Credit Agreement were in ~~effect throughout the periods covered by~~ this Quarterly Report on Form 10-Q~~, including the quarter ended November 1, 2025, and were superseded and replaced by the New Credit Facility and the New Credit Agreement (as each such term is defined herein)~~.

As of ~~November~~January 131, ~~2025~~2026, we had no$144.4 ~~borrowings~~million ~~against~~in ~~the~~cash ~~ABL~~ and ~~$41~~cash equivalents.7 ~~million~~We ofbelieve ~~borrowing~~that ~~capacity~~our oncash ~~the~~flow ~~ABL~~from ~~after~~operating ~~$3.2~~activities, ~~million~~together ~~used~~with toexisting ~~secure~~cash ~~Letters~~and ofcash ~~Credit~~equivalents ~~outstanding.~~and Noavailability ~~borrowings were made~~ under the ~~ABL~~New ~~during~~Credit ~~the~~Facility, ~~period~~will ~~ended~~be ~~November 1,~~sufficient ~~2025.~~to Asfund ofour ~~November 1~~working capital, ~~2025~~capital expenditures, wedebt ~~had~~service, anstock ~~outstanding~~repurchases, ~~principal~~and ~~balance~~other offinancial ~~$11.5~~requirements ~~million~~for onat least the ~~Delayed~~next ~~Draw~~12 ~~Loan~~months.

As of November 1, 2025, we had $149.6 million in cash and cash equivalents. We believe that our cash flow from operating activities, together with existing cash and cash equivalents and availability under the Credit Facility, will be sufficient to fund our working capital, capital expenditures, debt service, stock repurchases, and other financial requirements for at least the next 12 months.

Our cash equivalent balances consist of high-quality, short-term money market instruments.

Our primary sources of cash and sources of funds for our operations are cash flows from operations, current cash and cash equivalents, investments in our affiliates, and borrowings under the New Credit Facility. We were in compliance with all debt covenants under the New Credit Agreement as of ~~November~~January 131, ~~2025~~2026, and we expect to remain in compliance with those covenants for at least the next 12 months.

On November 26, 2025, we entered into a new $71.5 million senior credit facility (the “New Credit Facility”) pursuant to a Credit Agreement (the “New Credit Agreement”), between and among the Company, the Administrative Agent, the Lenders (as defined in the New Credit Agreement), and the other Loan Parties (as defined in the New Credit Agreement). The New Credit Facility consists of a cash flow-backed revolving line of credit and a term loan that is not collateralized by real estate. We believe that the New Credit Agreement will enhance financial flexibility in managing its operations and capital structure. We were in compliance with all debt covenants under the New Credit Agreement as of the date of filing this Quarterly Report on Form 10-Q, and we expect to remain in compliance with those covenants for at least the next 12 months. See “Note 13. Subsequent Events” of the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for a description of the debt obligations under the New Credit Agreement. For additional information on financing agreements, see “Note 7. Financing Agreements” of the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Working Capital

Working capital was $~~237~~234.62 million as of ~~November~~January 131, ~~2025~~2026, and $209.4 million as of April 26, 2025, reflecting a $2824.18 million increase ~~over the quarter~~. This change was primarily impacted by fluctuations in key components such as an increase in cash and cash equivalents by $2216.19 million, accounts receivable by $3621.6 million, ~~and~~contract ~~accounts~~assets ~~payable~~ by $147.41 million., ~~Inventory~~and ~~decreased~~accounts payable by $416.79 million. ~~and~~Inventory ~~contract assets~~ decreased by $62.62 million.

These shifts are influenced by the seasonality of the sports market and construction cycles, which affect the timing of cash flows. Specifically, payments for inventory and subcontractors often precede customer receipts, especially on large-scale, customized orders. These projects can span over 12 months, depending on complexity and delivery schedules. To manage cash flow, the Company typically uses upfront cash for materials and services and offsets this with down payments or progress payments from customers.

As of ~~November~~January 131, ~~2025~~2026, the Company had $56.7 million in retainage on long-term contracts included in receivables and contract assets, which is expected to be collected within one year.

Other Liquidity and Capital Uses

Our long-term capital allocation strategy prioritizes funding operations and growth investments, maintaining prudent liquidity and leverage ratios that reflect the cyclical nature of our business, reducing debt, and returning excess cash to stockholders through dividends and share repurchases. During the first ~~six~~nine months of fiscal 2026 and fiscal 2025, we repurchased shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), but did not issue dividends.

37Our strategies for business growth and profitability improvement rely on capital expenditures and strategic investments. We project total capital expenditures of approximately $15.1 million for fiscal 2026. These expenditures will support the acquisition of manufacturing equipment for new or enhanced product lines, expanded production capacity, and increased process automation. Additional investments will target quality and reliability testing equipment, demonstration and showroom assets, and continued upgrades to our information infrastructure.

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repurchased shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), but did not issue dividends.

Our strategies for business growth and profitability improvement rely on capital expenditures and strategic investments. We project total capital expenditures of approximately $17.9 million for fiscal 2026. These expenditures will support the acquisition of manufacturing equipment for new or enhanced product lines, expanded production capacity, and increased process automation. Additional investments will target quality and reliability testing equipment, demonstration and showroom assets, and continued upgrades to our information infrastructure.

Beyond capital expenditures, we plan to invest in general and administrative functions to support our digital transformation initiatives. These include modernizing field service automation systems, enhancing enterprise performance planning, and streamlining quoting and sales processes. We also evaluate strategic investments in new technologies, affiliates, or potential acquisitions aligned with our business strategy. For fiscal 2026, future investments in our current affiliates are being reviewed on a quarterly basis by our Board of Directors (the “Board”).

We are sometimes required to obtain performance bonds for display installations, and we have a $190.0 million bonding line available through surety companies. If we were unable to complete the installation work, and our customer would call upon the bond for payment, the surety company would subrogate its loss to Daktronics. As of ~~November~~January 131, ~~2025~~2026, we had $6466.10 million of bonded work outstanding.

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Contractual Obligations and Commercial Commitments

During the first ~~six~~nine months of fiscal 2026, there were no material changes in our contractual obligations. See the Form 10-K for additional information regarding our contractual obligations and commercial commitments.

Significant Accounting Policies and Estimates

We describe our significant accounting policies in "Note 1. Nature of Business and Summary of Significant Accounting Policies" of the Notes to Consolidated Financial Statements included in the Form 10-K. We discuss our critical accounting estimates in "Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Form 10-K. There have been no material changes to the significant accounting policies and critical accounting estimates identified in the Form 10-K during the first ~~six~~nine months of fiscal 2026.

New Accounting Pronouncements

For a summary of recently issued accounting pronouncements and the effects of those pronouncements on our financial results, refer to "Note 1. Basis of Presentation" of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain interest rate, foreign currency, and commodity risks as disclosed in the Form 10-K.

There have been no material changes in our exposure to the market risks identified in the Form 10-K during the first ~~six~~nine months of fiscal 2026.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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 Securities Exchange Act of 1934, as amended (the “Exchange Act”). We performed an evaluation under the supervision and with the participation of management, including our ~~Interim~~principal ~~Chief~~executive ~~Executive~~officer ~~Officer~~ and ~~Acting~~principal ~~Chief~~financial ~~Financial Officer~~officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~November~~January 131, ~~2025~~2026. Based upon that evaluation, our ~~Interim~~principal ~~Chief~~executive ~~Executive~~officer ~~Officer~~ and ~~Acting~~principal ~~Chief~~financial ~~Financial~~officer ~~Officer~~ concluded that as of ~~November~~January 131, ~~2025~~2026, our disclosure controls and procedures were effective at the reasonable assurance level to ensure information required to be disclosed in the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q 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.

38Our principal executive officer and principal financial officer believe the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q fairly represent, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with GAAP.

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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 Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q fairly represent, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with GAAP.

Changes in Internal Control Over Financial Reporting

We carried out an evaluation, under the supervision and with the participation of our management, including our ~~Interim~~principal ~~Chief~~executive ~~Executive~~officer ~~Officer~~ and ~~Acting~~principal ~~Chief~~financial ~~Financial Officer~~officer, of changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended ~~November~~January 131, ~~2025~~2026. As a result of such evaluation, management of the Company concluded that, during the quarter ended ~~November~~January 131, ~~2025~~2026, 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.

PART II. OTHER INFORMATION

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Item 1. LEGAL PROCEEDINGS

We are involved in a variety of legal actions relating to various matters during the normal course of business. Although we are unable to predict the ultimate outcome of these legal actions, it is the opinion of management that the disposition of these matters, taken as a whole, will not have a material adverse effect on our financial condition or results of operations. See “Note 89. Commitments and Contingencies” included in this Quarterly Report on Form 10-Q and “Note. 16. Commitments and Contingencies” included in the Form 10-K for further information on any legal proceedings and claims.

Item 1A. RISK FACTORS

The discussion of our business and operations included in this Quarterly Report on Form 10-Q should be read together with the risk factors described in Item 1A. of Part I of the Form 10-K. They describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties, together with other factors described elsewhere in this Quarterly Report on Form 10-Q, have the potential to affect our business, financial condition, results of operations, cash flows, strategies, or prospects in a material and adverse manner. New risks may emerge at any time, and we cannot predict those risks or estimate the extent to which they may affect our financial condition or financial results. We review and, where applicable, update our risk factors each quarter. There have been no material changes from the risk factors disclosed in Item 1A. of Part I of the Form 10-K.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Share Repurchases

On June 17, 2016, the Board authorized a share repurchase program (the “Repurchase Program”) under which the Company may repurchase up to $40.0 million of its outstanding Common Stock. On March 4, 2025, the Board approved a $10.0 million increase in the limit under the Repurchase Program. ~~from~~On ~~$40.0~~June ~~million~~23, to2025, the Board approved an additional $5010.0 million increase in the limit under the Repurchase Program. On ~~June~~December 239, 2025, the Board approved an additional $1020.0 million increase ~~from~~for ~~$50.0~~a ~~million~~maximum toauthorized value of $6080.0 million as of January 31, 2026.

During the ~~six~~nine months ended ~~November~~January 131, ~~2025~~2026, the Company repurchased 01.73 million shares of Common Stock at a total cost of $1222.28 million. As of ~~November~~January 131, ~~2025~~2026, $717.71 million of the $6080.0 million authorized amount remained available for repurchase under the Repurchase Program.

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The following table summarizes the Company’s repurchases of Common Stock during the ~~second~~third quarter of fiscal 2026.

Period	Total number of shares purchased	Average price paid per share (including fees)		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under the plans or programs (1)
August 3, 2025 - August 30, 2025	94,402	$	15.98	94,402	$	7,720,809
November 2, 2025 - November 29, 2025	105,398	$	18.45	105,398	$	5,720,810
August 31, 2025 - September 27, 2025	—	—		—	$	7,720,809
November 30, 2025 - December 27, 2025	—	—		—	$	25,720,810
September 28, 2025 - November 1, 2025	3,000	$	18.53	3,000	$	7,665,219
December 28, 2025 - January 31, 2026	442,103	$	19.49	442,103	$	17,103,852
Total	97547,~~402~~501			97547,~~402~~501

(1) The share repurchases described in the above table were made pursuant to the Repurchase Program authorized by the Board on June 17, 2016, as amended by the Board on March 4, 2025, ~~and~~ June 23, 2025, and December 9, 2025.

Shares withheld to satisfy statutory tax withholding requirements related to the vesting of share-based awards are not issued or considered repurchases of our Common Stock under our Repurchase Program and, therefore, are excluded from the table above.

See “Note 78. Financing Agreements” ~~and “Note 13. Subsequent Events”~~ of the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information about the Repurchase program, including, but not limited to, restrictions on our ability to repurchase shares of Common Stock under the ~~Credit Facility and the~~ New Credit Facility.

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

10b5-1 Trading Arrangements

During the three months ended ~~November~~January 131, ~~2025~~2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as such terms are defined in paragraphs (a) and (c), respectively, of Item 408 of Regulation S-K promulgated under the Securities Act.

Item 6. EXHIBITS

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

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Index to Exhibits

Certain of the following exhibits are incorporated by reference from prior filings. The form with which each exhibit was filed and the date of filing are as indicated below; the reports described below are filed as Commission File No. 001-38747 unless otherwise indicated.

3.1			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).
3.2			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).
10.1			~~Consent and Amendment No. 5 to~~ Credit Agreement, ~~effective~~dated as of ~~December~~November 126, ~~2024~~2025, ~~by and~~ among Daktronics, Inc., the ~~Lenders~~other ~~party~~Borrowers tothereto, the ~~Credit~~other ~~Agreement~~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 10.21 to the Company’s ~~Quarterly~~Current Report on Form 108-QK filed with the SEC on ~~September~~December 103, 2025).
10.2			Pledge and Security Agreement, dated as of November 26, 2025, by and among Daktronics, Inc., ~~2025~~Daktronics ~~Stock~~Installation, ~~Incentive~~Inc., ~~Plan~~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 A10.2 to the Company’s ~~Definitive~~Current ~~Proxy~~Report ~~Statement~~ on ~~Schedule~~Form ~~14A~~8-K filed with the SEC on ~~August~~December 143, 2025).~~(3)~~
10.3			~~Form~~Letter Agreement, dated as of ~~Restricted~~November ~~Stock~~25, ~~Award~~2025, ~~Agreement~~by ~~under~~and ~~the~~between ~~2025~~Daktronics, ~~Plan~~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).(3)
10.4			~~Form~~Separation ofand ~~Non-Qualified~~Release ~~Stock~~Agreement, ~~Option~~effective ~~Agreement~~January ~~Terms~~31, 2026, by and ~~Conditions~~between ~~under~~Carla ~~the~~S. ~~2025~~Gatzke ~~Plan~~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).(3)
10.5			~~Form~~Consulting ofAgreement, ~~Incentive~~effective ~~Stock~~January ~~Option~~31, ~~Terms~~2026, by and ~~Conditions~~between ~~under~~Carla ~~the~~S. ~~2025~~Gatzke ~~Plan~~and Daktronics, Inc. (1incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 21, 2026).(3)
10.6			~~Form~~Second ofAmendment ~~Restricted~~to ~~Stock~~the ~~Unit~~Consulting ~~Notice~~Agreement, effective February 1, 2026, by and ~~Agreement~~between ~~under~~Reece ~~the~~A. ~~2025~~Kurtenbach ~~Plan~~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).(3)
10.7			Form of Performance Stock Unit Notice and Agreement under the 2025 Plan.(1)(3)
10.8			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).
10.9			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).(3)
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. (1)
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. (1)
32.1			Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). (2)
32.2			Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). (2)
101.INS			Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
			(1)Filed herewith electronically.
			(2) Furnished herewith electronically.
			(3) Management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Daktronics, Inc.
			/s/ Howard I. Atkins
			Howard I. Atkins
			Acting Chief Financial Officer
			(Principal Financial Officer and
			Principal Accounting Officer)
Date: December 10, 2025
Date: March 4, 2026

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Filing Compare · DAKTRONICS INC /SD/