---

---

•

For such Units you have sold at a loss, an amount equal to the excess of the amount that you paid for the Units over the proceeds from your sale of the Units, less any dividends paid by us with respect to the shares of our common stock included in the Units, plus interest on the amount you paid for the Units from (but excluding) the date of purchase through the date of sale and on the loss realized from the sale of the Units from (but excluding) the date of sale through the date that payment is made by us.

•

For such Units you now hold, upon your tender of such Units to us by accepting the Rescission Offer, the aggregate amount that you paid for the Units, less any dividends paid by us with respect to the shares of our common stock included in the Units, plus interest from (but excluding) the date of the purchase through the date that payment is made by us. However, we will not repurchase Units if the aggregate amount that you paid for the Units, less any such dividends, plus interest, would be less than the value of the Units on the Expiration Date (defined below).

•	For such shares you have sold at a loss, an amount equal to the difference between the value of the shares included in the Units at the time such Units were acquired during the Purchase Period (the “original share value”) and the sales price of those shares (as set forth on a broker’s

---

•

For such shares you now hold, upon your tender of such shares to us by accepting the Rescission Offer, an amount equal to the original share value of the shares, less any dividends paid by us with respect to such shares, plus interest from (but excluding) the date of purchase of the Units through the date that payment is made by us. However, we will not repurchase such shares if their original share value, less any such dividends, plus interest, would be less than the fair market value of such shares on the Expiration Date.

•

For such shares you have sold at a loss, an amount equal to the difference between the purchase price of those shares on the date of the rollover or distribution (the “original purchase price”) and the sales price of those shares (as set forth on a broker’s confirmation, monthly statement or other form of proof of loss acceptable to us), less any dividends paid by us with respect to such shares, plus interest on the amount of the original purchase price from (but excluding) the date the shares were rolled over or distributed to you through the date of sale and on the loss realized from the sale of the shares from (but excluding) the date of sale through the date that payment is made by us.

•

For such shares you now hold, upon your tender of such shares to us by accepting the Rescission Offer, an amount equal to the original purchase price of those shares, less any dividends paid by us with respect to such shares, plus interest from (but excluding) the date the shares were rolled over or distributed to you through the date that payment is made by us. However, we will not repurchase such shares if the original purchase price paid, less any such dividends, plus interest, would be less than the fair market value of such shares on the Expiration Date.

---

---

---

---

---

Q:	Why are you making the Rescission Offer?

A:

Plan participants can purchase Units, which include indirect interests in Daktronics common stock, through the Plan. Units can be purchased by participants through, for example, participant salary deferrals, rollover contributions, loan repayments, transfers between intraplan investments and Company matching contributions. The trustee of the Plan, Wells Fargo Bank, N.A. (“Wells Fargo”), holds the Plan’s shares of Daktronics common stock in the Daktronics Stock Fund, and Plan participants who invest in Units have an indirect interest in those shares through their Unit investment. Although the shares of common stock included in the Units sold to the Plan participants are purchased in the open market and are held by Wells Fargo as the Plan’s trustee on behalf of the Plan participants, the Securities and Exchange Commission (the “SEC”) takes the position that the participants’ investments in Units are investments in the shares of Daktronics common stock and that we are required to register the deemed sale of these shares to participants in the Plan with the SEC. During the second quarter of fiscal 2018, we discovered that we inadvertently sold shares of our common stock to participants under the Plan in excess of the number of shares of our common stock registered with the SEC on our Form S-8 registration statement for sale to participants under the Plan.

---

Q:	When does the Rescission Offer expire?

A:	The Rescission Offer expires at 4:00 p.m., Central Time, on __________, 2018 (the “Expiration Date”).

Q:	What will I receive if I accept the Rescission Offer?

A:	The answer to this question depends on whether you still hold the Units that you purchased pursuant to the Plan during the Purchase Period as of the Expiration Date:

•

If you have sold such Units in the Plan at a loss, we will pay you an amount equal to the excess of the amount you paid for such Units over the proceeds from the sale of the Units, less any dividends paid by us with respect to the shares of our common stock included in the Units, plus interest at the rate of 1.0% per year. Interest will be paid on the amount you originally paid for the Units during the period from the date of your purchase of the Units through the date of your sale of the Units and on the loss you realized from your sale of the Units from (but excluding) the date of your sale through the date that payment is made by us.

•

If you now hold Units in the Plan, we will repurchase such Units for the aggregate amount that you paid for such Units, less any dividends paid by us with respect to the shares of our common stock included in the Units, plus interest at the rate of 1.0% per year. However, we will not purchase your Units if the aggregate amount you paid for the Units, less earnings from any dividends, plus interest, is less than the value of the Units as of the Expiration Date because purchasing such Units would not be economically beneficial to you in that case.

Q:	What if I rolled over or took a distribution of shares of Daktronics common stock from the Plan?

A:

If you purchased Units pursuant to the Plan during the Purchase Period and have rolled over or taken a distribution (or will roll over or take a distribution) from the Plan in the form of shares of our common stock at any time during or after the Purchase Period but before the Expiration Date and you accept the Rescission Offer, the answer to this question depends on whether you still hold such shares of Daktronics common stock as of the Expiration Date:

•

If you have sold such shares at a loss, we will pay you an amount equal to the difference between the original share value and the sales price of those shares (as set forth on a broker’s confirmation, monthly statement or other form of proof of loss acceptable to us), less any dividends paid by us with respect to such shares, plus interest at the rate of 1.0% per year. Interest will be paid on the amount of the original share value from (but excluding) the date of purchase of the Units through the date of sale and on the loss realized from the sale of the shares from (but excluding) the date of sale through the date that payment is made by us.

•

If you now hold such shares, we will repurchase those shares for an amount equal to the original share value of such shares, less any dividends paid by us with respect to such shares, plus interest at the rate of 1.0% per year. Interest will be paid from (but excluding) the date of purchase of the Units through the date that payment is made by us. However, we will not repurchase such shares if their original share value, less any such dividends, plus interest, would be less than the fair market value of such shares on the Expiration Date because purchasing such shares would not be economically beneficial to you. The repurchase will be made only upon our receipt of either the electronic transfer of your shares or your original

---

•

If you have sold such shares at a loss, we will pay you an amount equal to the difference between the original purchase price and the sales price of those shares (as set forth on a broker’s confirmation, monthly statement or other form of proof of loss acceptable to us), less any dividends paid by us with respect to such shares, plus interest at the rate of 1.0% per year. Interest will be paid from (but excluding) the date the shares were rolled over or distributed to you through the date of sale and on the loss realized from the sale of the shares from (but excluding) the date of sale through the date that payment is made by us. Any such payments will be made only after you have delivered proof of the sale of your shares at a loss.

•

If you still hold such shares, we will repurchase those shares at their original purchase price on the date of the rollover or distribution, less any dividends paid by us with respect to such shares, plus interest at the rate of 1.0% per year. Interest will be paid on the original purchase price for your shares from (but excluding) the date the shares were rolled over or distributed to you through the date that payment is made by us. However, we will not repurchase your shares if the price you paid for the shares, less any such dividends, plus interest, would be less than the fair market value of our common stock on the Expiration Date. The repurchase will be made only upon our receipt of either electronic transfer of your shares or of your original stock certificate. If such certificate has been mutilated, lost, destroyed or stolen, you should promptly notify Wells Fargo Shareholder Services, which is the Company’s transfer agent, at 1-800-468-9716, Monday through Friday (except holidays), between the hours of 7:00 a.m. and 7:00 p.m., Central Time. You will then be directed as to the steps that must be taken in order to replace the certificate.

Q:	When and how will I receive payment if I properly accept the Rescission Offer?

A:	If Daktronics receives a legible, properly completed and signed Rescission Offer Acceptance Form and any other required documents from you on or before 4:00 p.m., Central Time, on the Expiration Date, and Daktronics determines that you are eligible to accept the Rescission Offer, Daktronics expects that you will receive payment on or before __________, 2018.

•

If you still have a Plan account, whether or not you are an active employee of Daktronics, all proceeds to which you are entitled by accepting the Rescission Offer will be credited to your Plan account and invested in accordance with your current deferral investment election as an earnings election. You may exchange the proceeds invested in accordance with your deferral investment election into other investment funds available under the Plan in accordance with the Plan’s normal procedures.

---

•	If you do not have current investment elections on file, all proceeds to which you are entitled by accepting the Rescission Offer will be credited to your Plan account and invested in the Wells Fargo Target CIT Fund that corresponds to your date of birth as indicated by the chart set forth in attached Appendix C (the “Wells Fargo CIT Fund”).

•

If you do not have a Plan account, a Plan account will be established for you, and all proceeds to which you are entitled by accepting the Rescission Offer will be credited to your Plan account and invested in the Wells Fargo Target CIT Fund. Distributions will be managed in accordance with the terms of the Plan. To make a distribution election, contact Daktronics Benefits at 1-605-692-0200 or at Benefits@Daktronics.com.

Q:	What interest rate will be used in calculating any amounts owed to me?

A:	We will use an annual interest rate of 1.0%, which is calculated on the basis of the average daily six-month and 12-month Treasury yields in effect at any time during the Purchase Period.

Q:	What effect do dividends paid on Daktronics common stock during the Purchase Period have on the value of my Units?

A:	Cash dividends paid by us with respect to shares of our common stock included in the Units purchased through the Plan during the Purchase Period are credited to the Daktronics Stock Fund and result in an equivalent increase in the value to the holders of Units.

Q:	Does it matter whether I purchased the Units pursuant to the Plan through salary deferrals, rollover contributions, loan repayments, company contributions or transfers between investment funds?

A:	No. All purchases of Units made pursuant to the Plan during the Purchase Period will be included when determining whether you are eligible to accept the Rescission Offer.

Q:	Am I required to accept the Rescission Offer?

A:	No. You are not required to accept the Rescission Offer. Your decision to accept or reject the Rescission Offer is completely voluntary and should be based on your assessment as to whether or not doing so would be economically beneficial to you. If you are an employee of Daktronics, your

---

Q:	Should I accept the Rescission Offer?

A:	You must make your own decision whether to accept the Rescission Offer. In general, it may be economically beneficial to you to accept the Rescission Offer if:

•	you sold Units that you purchased during the Purchase Period for a price that was less than what you paid for them; or

•	you now hold Units that you purchased during the Purchase Period that on the Expiration Date are worth less than the Rescission Offer price for such Units (that is, the price that you paid for the Units, less any dividends, plus interest).

---

Q:	Will there be any restrictions on the future transfer of shares included in my Units if I do not accept the Rescission Offer?

A:

The sale of the shares of common stock included in Units that are the subject of this Rescission Offer have now been registered under the Securities Act by virtue of the registration statement of which this prospectus is a part. We believe that these shares may be sold by Plan participants in the ordinary course, subject to restrictions on trading that may be applicable from time to time (for example, Daktronics’ customary “blackout” periods for persons identified as “insiders” of Daktronics).

Q:	Where can I find information about my purchases and sales of Units?

A:

Detailed information about your purchases of Units during the Purchase Period and any subsequent sales of such Units is available to you through your online account at www.wellsfargo.com. You can access your online account through www.wellsfargo.com using your username and password and view your Daktronics common stock “Transaction History” using December 1, 2016 to November 30, 2017 to identify your transactions. If you need further assistance with accessing your account, or if you do not have access to your online account, you may call Wells Fargo at 1-800-728-3123.

Q:	Will the Rescission Offer affect my ability to direct transactions in my Plan account?

A:

Yes. In order to ensure smooth processing of the Rescission Offer, all transactions related to the Daktronics Stock Fund in your Plan account will be temporarily suspended for a period of time beginning shortly before the expiration of the Rescission Offer, whether or not you accept the Rescission Offer and whether or not we make a payment to you in the Rescission Offer. During this time, if you have elected to accept the Rescission Offer, we will determine whether you are eligible to accept the Rescission Offer and, if so, we will credit your Plan account with any amounts due under the Rescission Offer. This temporary suspension is called a “blackout period.” As a result, you will be subject to the risk that, due to events in the securities markets, the value of

---

Q:	What is the effect of the Rescission Offer on my ability to assert claims?

A:	The rights remaining to the recipients of a rescission offer are not clearly delineated under applicable federal or state securities laws. The staff of the SEC takes the position that a person’s federal right of rescission may survive a rescission offer.

Q:	May I accept the Rescission Offer in part?

A:

No. If you accept the Rescission Offer, then you must accept it for all Units that were purchased during the Purchase Period that you still hold, as well as all Units that you purchased during the Purchase Period that were sold at a loss. However, if you accept the Rescission Offer, we will repurchase only those Units that you purchased during the Purchase Period and you still hold if they have an aggregate value, as of the Expiration Date, that is less than the aggregate amount that you paid for the Units, less any dividends paid by us with respect to the shares of our common stock included in the Units, plus interest.

Q:	What happens if I accept the Rescission Offer for Units purchased during the Purchase Period that I now hold in my Plan account but the amount I would receive for the Units is less than the value of the Units on the Expiration Date?

A:

If you submit a Rescission Offer Acceptance Form to Daktronics and currently own Units purchased during the Purchase Period, we will not repurchase those Units if the aggregate amount you paid for the Units, less any dividends paid by us with respect to the shares of our common stock included in the Units, plus interest, is less than the value of the Units as of the Expiration Date because it would not be economically beneficial to you. Accordingly, you will continue to hold those Units in your Plan account and, except as set forth in this prospectus, the Rescission Offer will not affect your ability to sell such Units.

---

Q:	What do I need to do now to accept the Rescission Offer?

A:

If you want to accept the Rescission Offer, you must complete, sign and date the Rescission Offer Acceptance Form which accompanies this prospectus (and a template of which is also included as Appendix A) and return it and any other required documents to us by mail or fax as described below so they are received by us on or before 4:00 p.m., Central Time, on ___________, 2018, which is the Expiration Date. To properly complete your Rescission Offer Acceptance Form, you must include your Daktronics five-digit employee number.

•	If you still hold such shares, affix a copy of your stock certificate to the Rescission Offer Acceptance Form or other evidence of your stock ownership acceptable to the Company. If we determine that you are eligible to participate in this Rescission Offer, we will request delivery of either electronic transfer of your shares or your original stock certificate;

---

•	IF WE REQUIRE RECEIPT OF YOUR ORIGINAL STOCK CERTIFICATE, ALL REGISTERED OWNERS MUST SIGN EITHER THE STOCK CERTIFICATE WITH MEDALLION SIGNATURE GUARANTEE OR A STOCK POWER WITH MEDALLION SIGNATURE GUARANTEE; and

•	If you have sold any such distributed shares at a loss during the Purchase Period, affix your proof of loss on the sale(s) of such shares to the Rescission Offer Acceptance Form (such proof of loss must be in a form acceptable to us, such as a broker’s confirmation or monthly statement).

Q:	What do I need to do now to reject the Rescission Offer?

A:	You do not need to take any action to reject the Rescission Offer.

Q:	What happens if I fail to properly complete or deliver the Rescission Offer Acceptance Form or take any other required action in a timely manner?

A:	If you do not return a legible, signed and properly signed and completed Rescission Offer Acceptance Form and any other required documents to us on or before 4:00 p.m., Central Time, on ___________, 2018, which is the Expiration Date, you will be deemed to have rejected the Rescission Offer.

---

Q:	Can I change my election after I have submitted my signed Rescission Offer Acceptance Form?

A:	Yes. You can change your decision about accepting the Rescission Offer at any time before 4:00 p.m., Central Time, on __________, 2018, which is the Expiration Date.

---

Q:	Does the Rescission Offer affect any loan repayments I am currently making to the Plan?

A:	If you have an outstanding loan from the Plan, the amount that you are required to repay and the repayment schedule will not change as a result of your acceptance or rejection of the Rescission Offer.

Q:	Does the Rescission Offer affect any new loan or distribution request I might make?

A:	Yes. Any, requests for a new loan or a distribution, including a hardship withdrawal, that is made during the blackout period which will be derived in whole or in part out of the Daktronics Stock Fund will not be processed and must be resubmitted after the blackout period ends. See “Notice of Blackout Period.”

Q:	Does the Rescission Offer affect my ability to invest in Daktronics common stock through the Plan in the future?

A:	No. The Rescission Offer will not affect your ability to invest in Daktronics common stock through the Plan in the future.

Q:	Other than prohibiting transfers out of the Daktronics Stock Fund and not processing requests for a loan, withdrawal, distribution, including a hardship withdrawal, are there any other new restrictions on my right to exercise control over my Plan account during the blackout period?

A:	No.

Q:	How will the Rescission Offer be funded?

A:	The Rescission Offer will be funded from Daktronics, Inc.’s existing cash balance. Even if all persons eligible to participate in the Rescission Offer accept our offer to the full extent, we do not expect that this Rescission Offer would have a material impact on our results of operations, financial condition or liquidity.

Q:	Who can help answer my questions?

A:	If you have questions about the Rescission Offer, you may contact Daktronics Benefits by calling 1-605-692-0200, Monday through Friday (except holidays), between the hours of 8:00 a.m. and 4:30 p.m., Central Time, or by emailing Beneftis@Daktronics.com.

---

---

---

---

	The Plan

	Background and Reasons for the Rescission Offer

	Effect of the Rescission Offer

---

---

	Terms of the Rescission Offer

---

	Treatment of Rollover or Distribution of Common Stock of the Company from the Plan

---

---

	How to Accept or Reject the Rescission Offer

•	If you still hold such shares, affix a copy of your stock certificate to the Rescission Offer Acceptance Form or other evidence of your stock ownership acceptable to the Company. If we determine that you are eligible to participate in this Rescission Offer, we will request delivery of either electronic transfer of your shares or your original stock certificate;

---

•	IF WE REQUIRE RECEIPT OF YOUR ORIGINAL STOCK CERTIFICATE, ALL REGISTERED OWNERS MUST SIGN EITHER THE STOCK CERTIFICATE WITH MEDALLION SIGNATURE GUARANTEE OR A STOCK POWER WITH MEDALLION SIGNATURE GUARANTEE; and

•	If you have sold any such distributed shares at a loss during the Purchase Period, affix your proof of loss on the sale(s) of such shares to the Rescission Offer Acceptance Form (such proof of loss must be in a form acceptable to us, such as a broker’s confirmation or monthly statement).

---

---

	Funding the Rescission Offer

	Questions about the Rescission Offer

	Accounting for the Rescission Offer

---

---

---

•	you will be unable to direct or diversify your investments in your Plan account in the Daktronics Stock Fund during the blackout period; and

•	all requests for new loans and distributions (including hardship withdrawals) made during the blackout period which will be derived in whole or in part out of the Daktronics Stock Fund will not be processed and must be resubmitted.

---

---

•	our Annual Report on Form 10‑K for the fiscal year ended April 29, 2017;

•	our Quarterly Reports on Form 10‑Q for the quarters ended July 29, 2017 and October 28, 2017;

•	our Current Reports on Form 8‑K dated August 30, 2017, September 12, 2017, and December 1, 2017 and our Current Report on Form 8-K/A (Amendment No. 1) dated December 1, 2017; and

•	the description of our common stock set forth in the Company’s Registration Statement on Form S-1 filed on December 3, 1993, including all amendments or reports filed for the purpose of updating such description.

---

---

---

---

---

---

•

For shares you still hold, return a copy of your stock certificate or other evidence of your stock ownership acceptable to the Company with this Rescission Offer Acceptance Form. If we determine that you are eligible to participate in this Rescission Offer, we will request delivery of either an electronic transfer of your shares or your original stock certificate. If we require receipt of your original stock certificate, all registered owners must sign either the stock certificate with a Medallion Signature Guaranty or a stock power with a Medallion Signature Guarantee.

•	For shares you may have sold at a loss, return proof of loss with this Rescission Offer Acceptance Form. Such proof of loss must be in a form acceptable to the Company, such as a broker’s confirmation or monthly statement.

---

1.	Accepting the Rescission Offer: In order to accept the Rescission Offer, you must:

a.	Sign and date the Rescission Offer Acceptance Form and complete the name, address, telephone number, social security number or tax identification number, and five-digit Daktronics, Inc. employee number information above; and

b.	Return the Rescission Offer Acceptance Form and any other required documents to us by mail or fax so that they are received by the Company on or before 4:00 p.m., Central Time, on __________, 2018 (the “Expiration Date”). Please mail your Rescission Offer Acceptance Form and any additional documents to the following address:

2.	Applying the FIFO principle to Unit purchases and sales:

---

---

---

---

---

(A)	Signing and dating the Rescission Offer Withdrawal Form and completing the name, address, telephone number, social security number or tax identification number, and your five-digit Daktronics, Inc. employee number information above; and

(B)	Returning the Rescission Offer Withdrawal Form by mail or fax so that it is received by the Company on or before 4:00 p.m., Central Time, on __________, 2018. You may mail your Rescission Offer Withdrawal Form to the following address:

---

•	You may change your contribution rate - increase, decrease, or stop contributions.

•	You may transfer your balance and future contributions to other plan investment options.

---

•	On your phone, first select your retirement plan name. Then go to the menu button in the upper right corner and choose Manage My Investments. To review more detailed investment information, access your account on a computer.

•	On your computer, first select your retirement plan name. Then go to the Actions & Investments tab at the top of the page and select Change Investments and Elections.

---

---

(a) (1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)	to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the

---

(iii)	to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the

---

---

---

---