TruGolf (NASDAQ: TRUG) investors approve Nevada move and big share boost

Rhea-AI Filing Summary

TruGolf Holdings, Inc. reported results of its annual stockholder meeting held on February 17, 2026, where all seven proposals on the ballot were approved. Five directors were elected, each receiving over 6.2 million votes in favor, with several hundred thousand broker non-votes recorded.

Stockholders ratified Haynie & Company as auditor and approved a 2026 Stock Plan authorizing issuance of up to 2,000,000 shares of common stock. They also approved redomestication from Delaware to Nevada, an increase in authorized Class A common stock from 650,000,000 to 1,000,000,000, and authorized the potential sale of 20% or more of issued and outstanding Class A shares to SZOP Opportunities I LLC under an Equity Purchase Facility Agreement. An adjournment proposal was also approved but ultimately not needed, as all key items passed.

Positive

• None.

Negative

• Potential dilution and ownership impact approved: Stockholders authorized an increase in Class A common stock from 650,000,000 to 1,000,000,000 shares and approved the potential sale of 20% or more of issued and outstanding Class A shares to SZOP Opportunities I LLC, creating scope for substantial future dilution and ownership shifts.

Insights

Corporate governance and capital structure analyst

Shareholders backed governance changes and large capital flexibility.

Stockholders of TruGolf Holdings, Inc. approved every proposal at the annual meeting, including director elections, auditor ratification, and a new 2026 Stock Plan for up to 2,000,000 common shares. These measures shape board oversight, audit continuity, and future equity-based compensation.

The meeting also cleared significant structural changes. Investors supported redomestication from Delaware to Nevada and raised authorized Class A common stock from 650,000,000 to 1,000,000,000 shares, expanding potential issuance capacity. They additionally approved a Nasdaq-related proposal permitting sale of 20% or more of issued and outstanding Class A shares to SZOP Opportunities I LLC under a prior Equity Purchase Facility Agreement.

These approvals collectively increase corporate flexibility for equity financing and governance structure, while introducing potential dilution and jurisdictional shifts. Future company disclosures about actual share issuances under the expanded authorization and equity facility, and implementation of the Nevada corporate framework, will determine the practical impact on existing stockholders.

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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): February 17, 2026

TruGolf Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40970		85-3269086
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

60 North 1400 West Centerville, Utah		84014
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (801) 298-1997

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 (see General Instruction A.2. below):

☐	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, $0.0001 par value per share		TRUG		The Nasdaq Stock Market LLC

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

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On February 17, 2026, TruGolf Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). During the Annual Meeting, stockholders voted on the seven proposals listed below. The final voting results with respect to each proposal are also set forth below. As of the record date for the Annual Meeting, there were 5,057,444 shares of common stock outstanding, of which 4,857,445 shares are Class A common stock and 199,999 shares are Class B common stock. Each outstanding share of our Class A common stock entitled its holder to one vote on each of the matters to be voted on at the Annual Meeting, and each outstanding share of our Class B common stock entitled its holder to 25 votes on each proposal at the Annual Meeting.

Proposal 1:

Election of Directors: Stockholders voted to elect five nominees to the Board of Directors of the Company, each to serve until the 2026 annual meeting of stockholders of the Company or until such person’s successor is qualified and elected.

Nominee		For		Withhold		Broker Non-Votes
Christopher Jones		6,220,654		207,205		314,491
B. Shaun Limbers		6,216,066		211,793		314,491
Humphrey P. Polanen		6,223,408		204,451		314,491
Riley Russell		6,222,160		205,699		314,491
AJ Redmer		6,223,614		204,245		314,491

Proposal 2:

Ratification of Independent Registered Public Accounting Firm: Stockholders voted to ratify Haynie & Company as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

For		Against		Abstentions		Broker Non-Votes
6,583,964		48,649		109,737		0

Proposal 3:

Equity Incentive Plan: Stockholders voted to approve the Company’s 2026 Stock Plan, which authorizes the issuance of up to 2,000,000 shares of common stock.

For		Against		Abstentions		Broker Non-Votes
6,134,928		277,736		15,195		314,491

Proposal 4:

The Redomestication Proposal: Stockholders voted to approve a proposal to redomesticate the Company from a corporation organized under the laws of the State of Delaware to a corporation organized under the laws of the State of Nevada.

For		Against		Abstentions		Broker Non-Votes
6,228,794		161,758		37,297		314,501

Proposal 5:

The Share Increase Proposal: Stockholders voted to approve an increase in the number of authorized shares of Class A common stock from 650,000,000 to 1,000,000,000 and to make corresponding changes to the number of authorized shares of capital stock.

For		Against		Abstentions		Broker Non-Votes
6,148,384		253,367		23,354		317,245

Proposal 6:

The Nasdaq Proposal: Stockholders voted to approve the sale of 20% or more of the Company’s issued and outstanding Class A common stock to SZOP Opportunities I LLC pursuant to an Equity Purchase Facility Agreement, dated May 14, 2025, if the Company so chooses.

For		Against		Abstentions		Broker Non-Votes
6,151,432		230,732		45,695		314,491

Proposal 7:

The Adjournment Proposal: Stockholders voted to adjourn the Annual Meeting to another time and place, if necessary, to solicit additional proxies in the event that there were not sufficient votes to approve one or more of Proposals 2 through 6.

For		Against		Abstentions		Broker Non-Votes
6,506,912		225,959		9,479		0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		TruGolf Holdings, Inc. 2026 Stock Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Date: February 18, 2026	TRUGOLF HOLDINGS, INC.
	By:	/s/ Christopher Jones
	Name:	Christopher Jones
	Title:	Chief Executive Officer

FAQ

What did TruGolf Holdings, Inc. (TRUG) shareholders approve at the 2026 annual meeting?

Shareholders approved all seven proposals, including electing five directors, ratifying Haynie & Company as auditor, adopting a 2026 Stock Plan for up to 2,000,000 shares, redomestication to Nevada, a large Class A share authorization increase, and an equity facility-related Nasdaq proposal.

How many shares can be issued under TruGolf Holdings (TRUG) 2026 Stock Plan?

The 2026 Stock Plan authorizes issuance of up to 2,000,000 shares of common stock. This pool can be used for equity-based compensation, aligning employees and directors with stock performance while also introducing potential incremental dilution as awards are granted and vest over time.

What share authorization change did TruGolf Holdings (TRUG) approve for Class A common stock?

Stockholders approved increasing authorized Class A common stock from 650,000,000 to 1,000,000,000 shares. This sizeable expansion gives the company more capacity for future equity issuances, capital raises, or strategic transactions, which could affect ownership percentages depending on how many new shares are eventually issued.

What is the Nasdaq-related equity proposal TRUG shareholders approved?

Investors approved a proposal permitting the sale of 20% or more of issued and outstanding Class A common stock to SZOP Opportunities I LLC under an Equity Purchase Facility Agreement dated May 14, 2025. This provides a potential funding source but may materially dilute existing holders if fully used.

Did TruGolf Holdings (TRUG) shareholders approve moving the company to Nevada?

Yes, stockholders approved a redomestication proposal to change the company from a Delaware corporation to a Nevada corporation. This shift alters the governing state corporate law framework, which can affect shareholder rights, board authority, and legal standards applied in future corporate governance matters.

How many TruGolf Holdings (TRUG) shares were outstanding on the annual meeting record date?

As of the record date, the company had 5,057,444 common shares outstanding, including 4,857,445 Class A shares and 199,999 Class B shares. Each Class A share carried one vote, while each Class B share carried 25 votes on matters presented at the annual meeting.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 112.8 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB