TruGolf combines every 10 shares into one
The company said the reverse split would leave stockholders’ percentage interests unchanged, except where fractional-share treatment applies.
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Rhea-AI Filing Summary
TruGolf Holdings, Inc. effected a 1-for-10 reverse split of its common stock effective September 29, 2026, automatically combining each 10 pre-split shares into one. Its September 25 press release said Class A common shares outstanding would change from approximately 12.44 million as of that date to approximately 1.24 million after the split. No fractional shares will be issued; holders otherwise entitled to a fraction receive a cash payment in lieu.
Filing Explained
The filing also reduces authorized common shares from 101 million to 10.1 million; the company says the split leaves holders’ percentage interests unchanged, except where cash replaces a fractional share.
8-K Event Classification
Key Figures
Key Terms
reverse stock split technical
split adjusted basis market
Stock Split
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
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telephone number, including area code:
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) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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).
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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 3.03. | Material Modification to Rights of Security Holders. |
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. A copy of the Certificate of Change described in Item 5.03 is filed as Exhibit 3.1 to this Current Report on Form 8-K.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective September 29, 2026, TruGolf Holdings, Inc., a Nevada corporation (the “Company”), filed with the Secretary of State of the State of Nevada a Certificate of Change (the “Certificate of Change”), pursuant to Nevada Revised Statutes 78.209, to effect a one-for-ten (1-for-10) reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding common stock, par value $0.0001 per share (the “Common Stock”). The Reverse Split became effective as of 12:01 a.m. Eastern Time on September 29, 2026 (the “Effective Time”). Pursuant to the Nevada Revised Statutes 78.207, the Company’s board of directors has the authority to effect a reverse stock split without stockholder approval if the number of authorized shares of common stock and the number of outstanding shares of common stock are proportionally reduced.
As a result of the Reverse Split, each ten pre-split shares of Common Stock outstanding was automatically combined into one new share of Common Stock without any action on the part of the holders. The number of authorized shares of Common Stock has been reduced from 101,000,000 to 10,100,000. The new CUSIP number for the Class A Common Stock following the Reverse Split is 243733607.
No fractional shares will be issued as a result of the Reverse Split. Stockholders who otherwise would be entitled to a fractional share because they hold a number of shares not evenly divisible by the 1-for-10 Reverse Split ratio will automatically be entitled to receive a cash payment in lieu of a fractional share.
| Item 8.01. | Other Events |
On September 25, 2026, the Company issued a press release announcing the Reverse Split. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| No. | Description | |
| 3.1 | Certificate of Change | |
| 99.1 | Press Release dated September 25, 2026 | |
| 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: September 29, 2026 | TRUGOLF HOLDINGS, INC. | |
| By: | /s/ Steven Passey | |
| Name: | Steven Passey | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
TruGolf Announces Reverse Stock Split
Salt Lake City, Utah, September 25, 2026 - TruGolf Holdings, Inc. (NASDAQ: TRUG), today announced a 1-for-10 reverse split of its Class A common stock. Beginning on September 29, 2026, the Company’s Class A common stock will continue to trade on The Nasdaq Capital Market on a split adjusted basis under the trading symbol “TRUG” but will trade under the following new CUSIP number: 243733607.
As a result of the reverse stock split, every 10 shares of Class A common stock issued and outstanding as of the effective date will be automatically combined into one share of Class A common stock. No fractional shares will be issued if, as a result of the reverse stock split, a stockholder would otherwise become entitled to a fractional share because the number of shares of Class A common stock they hold before the reverse stock split is not evenly divisible by the split ratio. Instead, each stockholder will be entitled to receive a cash payment in lieu of a fractional share.
The reverse stock split will reduce the number of shares of outstanding Class A common stock from approximately 12.44 million shares, the number of shares outstanding as of the date hereof, to approximately 1.24 million shares. The par value of the Class A common stock will remain unchanged and the number of authorized shares of Class A common stock will be proportionately reduced to 10 million shares. The reverse split affects all stockholders uniformly and will not alter any common stockholder’s percentage interest in the Company’s equity, except to the extent that the reverse split results in some common stockholders owning a fractional share as described above.
About TruGolf
Since 1983, TruGolf has been passionate about driving the golf industry with innovative indoor golf solutions. TruGolf builds products that capture the spirit of golf. TruGolf’s mission is to help grow the game by attempting to make it more Available, Approachable, and Affordable through technology - because TruGolf believes Golf is for Everyone. TruGolf’s team has built award-winning video games (“Links”), innovative hardware solutions, and an all-new e-sports platform to connect golfers around the world with E6 CONNECT. Since TruGolf’s beginning, TruGolf has continued to attempt to define and redefine what is possible with golf technology.
Forward-Looking Statements
Some of the statements in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements in this press release include, without limitation, the timing and completion of the reverse split. These statements relate to future events, future expectations, plans and prospects. Although the Company believes the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. The Company has attempted to identify forward-looking statements by terminology including ‘‘believes,’’ ‘‘estimates,’’ ‘‘anticipates,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘projects,’’ ‘‘intends,’’ ‘‘potential,’’ ‘‘may,’’ ‘‘could,’’ ‘‘might,’’ ‘‘will,’’ ‘‘should,’’ ‘‘approximately’’ or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including those discussed under Item 1A. “Risk Factors” in the Company’s most recently filed Form 10-K filed with the Securities and Exchange Commission (“SEC”) and updated from time to time in its Form 10-Q filings and in its other public filings with the SEC. Any forward-looking statements contained in this press release speak only as of its date. The Company undertakes no obligation to update any forward-looking statements contained in this press release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.
CONTACTS:
Michael Bacal
mbacal@darrowir.com
917-886-9071