ダクトロニクスの適時開示・重要契約・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 24, 2025

Daktronics, Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware	001-38747	46-0306862
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

201 Daktronics Drive

Brookings, SD 57006

(Address of Principal Executive Offices, and Zip Code)

(605) 692-0200

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.00001 Par Value	DAKT	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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. ☐

Section 1 - Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On October 24, 2025, Daktronics, Inc. (the “Company”) entered into a First Amendment to Cooperation Agreement (the “Cooperation Agreement Amendment”) with Alta Fox Capital Management, LLC, Alta Fox Opportunities Fund, LP, Alta Fox GenPar, LP, Alta Fox Equity, LLC, and P. Connor Haley (collectively with their affiliates and associates, “Alta Fox”).

The Cooperation Agreement Amendment modifies Section 2(d) of the Cooperation Agreement between the Company and Alta Fox, effective as of March 3, 2025 (the “Original Cooperation Agreement”), solely to extend the deadline for holding an Investor Day (as defined in the Cooperation Agreement Amendment) from December 31, 2025, to May 2, 2026, which aligns with the Company’s fiscal year end. Except as expressly amended by the Cooperation Agreement Amendment, all other terms of the Original Cooperation Agreement remain unchanged and in full force and effect.

As of October 24, 2025, Alta Fox owned approximately 4,430,799 shares of the Company’s common stock, par value $0.00001 per share.

The foregoing description of the material terms of the Cooperation Agreement Amendment in this Current Report on Form 8-K (this “Report”) does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Report and is incorporated herein by reference.

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 30, 2025, the Company and Reece A. Kurtenbach (the “Consultant”) entered into a First Amendment to Consulting Agreement (the “Consulting Agreement Amendment”). Under the Consulting Agreement Amendment: (i) the term of the Consulting Agreement entered into between the Company and Consultant, effective as of March 5, 2025 (the “Original Consulting Agreement,” and as amended by the Consulting Agreement Amendment, the “Consulting Agreement”), was extended for a period of up to three (3) months, commencing on November 1, 2025 and ending on January 31, 2026, unless earlier terminated in accordance with the terms and conditions of the Consulting Agreement (such period, the “Extended Term”); (ii) the Consultant will receive $30,000 per month for Services (as defined in the Consulting Agreement) rendered during the Extended Term; and (iii) if the Company terminates the Consulting Agreement for convenience prior to January 31, 2026, the Consultant will be entitled to a pro-rata portion of the monthly fee for Services provided during the month in which the Consulting Agreement is terminated. Mr. Kurtenbach currently serves as a director of the Company and was a “named executive officer” of the Company for whom disclosure was required in the Company’s most recent definitive proxy statement filed with the Securities and Exchange Commission on August 14, 2025.

Except as expressly amended by the Consulting Agreement Amendment, all other terms and conditions of the Original Consulting Agreement remain in full force and effect.

The foregoing description of the material terms of the Consulting Agreement Amendment in this Report does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement Amendment, a copy of which is filed as Exhibit 10.2 to this Report and is incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Description
10.1			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.
10.2			First Amendment to Consulting Agreement, dated as of October 30, 2025, by and between Reece A. Kurtenbach and Daktronics, Inc.
104			Cover page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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, hereunto duly authorized.


	DAKTRONICS, INC.

	By: /s/ Howard I. Atkins
		Howard I. Atkins
		Acting Chief Financial Officer

Date: October 30, 2025

EX-10.1 2 firstamendmenttocooperatio.htm EX-10.1 Document

FIRST AMENDMENT TO COOPERATION AGREEMENT

This FIRST AMENDMENT TO COOPERATION AGREEMENT (this “Amendment”), effective as of October 24, 2025, is entered into by and between Daktronics, Inc. (the “Company”), on the one hand, and Alta Fox Capital Management, LLC (the “Investor”), Alta Fox Opportunities Fund, LP, Alta Fox GenPar, LP, Alta Fox Equity, LLC, and P. Connor Haley (collectively, the “Investor Parties”), on the other hand. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Cooperation Agreement dated March 3, 2025 (the “Cooperation Agreement”).

WHEREAS, the Company and the Investor Parties are parties to the Cooperation Agreement;

WHEREAS, pursuant to Section 2(d) of the Cooperation Agreement, the Company agreed to hold an investor day (the “Investor Day”) by December 31, 2025; and

WHEREAS, the Company and the Investor Parties desire to extend the deadline for the Investor Day to a date no later than May 2, 2026, which is the Company’s 2026 fiscal year end.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.Amendment to Section 2(d) Investor Day. Section 2(d) of the Cooperation Agreement is hereby amended and restated in its entirety to read as follows:

"Investor Day. The Company agrees that on or prior to May 2, 2026, the Company shall hold an investor day (the “Investor Day”) at an appropriate date and time as shall be determined by the Board, at which the Company shall provide capital allocation guidance and mid- to long-term targets with respect to one or more financial or accounting metrics. No more than three (3) weeks nor less than one (1) week prior to the Investor Day, the Company shall provide the Investor Parties an opportunity to enter into a customary information sharing agreement to enable the Company to share confidential information with the Investor Parties in connection with the Company’s anticipated communications at the Investor Day."

2.Effect of Amendment. Except as expressly amended by this Amendment, all other terms and conditions of the Cooperation Agreement shall remain in full force and effect.

3.Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A signed copy of this Amendment delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the Parties have executed this Amendment to be effective as of the date first above written.

DAKTRONICS, INC. (COMPANY)

By: /s/ Brad Wiemann
Name: Brad Wiemann
Title: Interim President and Chief Executive Officer

INVESTOR PARTIES:

ALTA FOX CAPITAL MANAGEMENT, LLC

By: /s/ P. Connor Haley
Name: P. Connor Haley
Title: Manager

ALTA FOX OPPORTUNITIES FUND, LP

By: Alta Fox GenPar, LP, its General Partner

By: Alta Fox Equity, LLC, its General Partner

By: /s/ P. Connor Haley
Name: P. Connor Haley
Title: Manager

ALTA FOX GENPAR, LP

By: Alta Fox Equity, LLC, its General Partner

By: /s/ P. Connor Haley
Name: P. Connor Haley
Title: Manager

ALTA FOX EQUITY, LLC

By: /s/ P. Connor Haley
Name: P. Connor Haley
Title: Manager

P. CONNOR HALEY

/s/ P. Connor Haley

EX-10.2 3 amendment_toxconsultingxag.htm EX-10.2 Document

First Amendment to Consulting Agreement

This First Amendment (“Amendment”), effective this 30th day of October, 2025, amends that Consulting Agreement effective as of March 5, 2025 (“Original Agreement,” and as amended by this Amendment, the “Agreement”), entered into by and between Daktronics, Inc. (“Company”) and Reece A. Kurtenbach (“Consultant”), as follows:

1.Definition. Any capitalized term not otherwise defined in this Amendment shall have the meaning given to it in the Original Agreement.

2.Extension of Term. In accordance with paragraph 1 of the Original Agreement, the Parties agree to extend the Term of the Agreement for an additional term up to three (3) months (the “Extended Term”). The Extended Term will commence on November 1, 2025 and end on January 31, 2026 unless earlier terminated in accordance with the terms of the Agreement.

3.Compensation. Consultant will be paid a flat fee of $30,000 per month for Services rendered during the Extended Term (the “Extended Term Compensation”). Consultant and Company agree that no portion of the Extended Term Compensation shall be attributable to any Services performed prior to the commencement of the Extended Term. If the Agreement expires earlier than January 31, 2026 because Consultant is terminated for the Company’s convenience and not as a result of the Consultant’s material breach of the Agreement, the Consultant will be entitled to a pro-rata portion of the monthly fee for the portion of the month in which Services are provided. The Consultant’s fee will be payable in accordance with the Company’s standard payment practices for consultants and is subject to paragraph 3(c), paragraph 4, and all other terms of the Original Agreement. Notwithstanding the foregoing, paragraph 17 of the Original Agreement does not apply to the Extended Term Compensation.

4.Remaining Terms. Except as expressly amended herein, all other terms and conditions of the Original Agreement shall remain in full force and effect.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have executed this First Amendment as of the date first written above.


Daktronics, Inc. (Company)						Consultant

By: /s/ Andrew Siegel						/s/ Reece A. Kurtenbach
Andrew Siegel						Reece A. Kurtenbach
Chair of the Board