TruGolf (NASDAQ: TRUG) gets Nasdaq delinquency notice on annual meeting rules

Rhea-AI Filing Summary

TruGolf Holdings, Inc. received a delinquency notification from Nasdaq on January 5, 2026 because it did not hold an annual shareholder meeting within twelve months of its fiscal year end, as required by Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G).

The company must submit a written plan to Nasdaq Staff by February 19, 2026, and if accepted, Nasdaq may grant an exception of up to 180 days from the fiscal year end, through June 29, 2026, to regain compliance. The notice does not immediately affect the listing or trading of TruGolf’s common stock on the Nasdaq Capital Market, and the company states that it intends to hold its annual meeting on February 17, 2026.

Positive

• None.

Negative

• Nasdaq delinquency notice for failing to hold an annual shareholder meeting within twelve months of fiscal year end, creating a potential listing compliance risk if not remedied.

Insights

Equity governance and listing standards analyst

Nasdaq flags TruGolf for a missed annual meeting, but a near-term meeting is planned.

TruGolf Holdings, Inc. has been cited by Nasdaq for not holding an annual shareholder meeting within twelve months of its fiscal year end, which is required under Listing Rules 5620(a) and 5810(c)(2)(G). This type of notice focuses on corporate governance and shareholder rights rather than financial performance.

The company must submit a written plan to Nasdaq by February 19, 2026. If Nasdaq accepts the plan, Staff may grant an exception lasting up to June 29, 2026 for TruGolf to regain compliance. The company indicates it intends to hold its annual meeting on February 17, 2026, which, if completed as described, would directly address the cited deficiency.

The notice explicitly has no immediate effect on the listing or trading of the stock on the Nasdaq Capital Market. Actual impact will depend on TruGolf executing its stated intention to hold the annual meeting and submitting a plan that Nasdaq finds acceptable.

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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): January 5, 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
Class A 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On January 5, 2026, TruGolf Holdings, Inc. (the “Company”) received a delinquency notification letter from the Listing Qualifications Staff (“Staff”) of the Nasdaq Stock Market LLC (the “Nasdaq”) due to the Company’s non-compliance with Nasdaq Listing Rule 5620(a) and 5810(c)(2)(G) (the “Listing Rule”) as a result of the Company’s failure to hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end.

The Company per the delinquency notification letter must submit additional information regarding this deficiency to the Staff, in writing no later than February 19, 2026, and if the plan is accepted, the Staff may grant an exception of up to 180 calendar days from the fiscal year end, or until June 29, 2026, to regain compliance.. The deficiency notice has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Capital Market.

The Company intends to hold its annual meeting February 17, 2026.

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: January 9, 2026	TRUGOLF HOLDINGS, INC.
	By:	/s/ Christopher Jones
	Name:	Christopher Jones
	Title:	Chief Executive Officer

FAQ

What did TruGolf Holdings, Inc. (TRUG) disclose in this 8-K?

TruGolf Holdings, Inc. disclosed that it received a delinquency notification letter from Nasdaq for not holding an annual shareholder meeting within twelve months of its fiscal year end, as required by Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G).

Why did Nasdaq issue a delinquency notice to TruGolf (TRUG)?

Nasdaq issued the delinquency notice because TruGolf did not hold an annual meeting of shareholders within twelve months of the end of its fiscal year, which violates Nasdaq Listing Rule 5620(a) and related rule 5810(c)(2)(G).

Does the Nasdaq delinquency notice affect TruGolf’s (TRUG) current listing or trading?

The company states that the deficiency notice has no immediate effect on the listing or trading of TruGolf’s common stock on The Nasdaq Capital Market.

What deadlines did Nasdaq give TruGolf (TRUG) to regain compliance?

TruGolf must submit additional information and a plan to address the deficiency to Nasdaq Staff in writing by February 19, 2026, and if the plan is accepted, Nasdaq may grant an exception through June 29, 2026 to regain compliance.

When does TruGolf (TRUG) plan to hold its delayed annual shareholder meeting?

TruGolf states that it intends to hold its annual meeting on February 17, 2026, which is expected to address the missed-meeting deficiency cited by Nasdaq.

Which Nasdaq listing rules did TruGolf (TRUG) fail to comply with?

TruGolf was cited for non-compliance with Nasdaq Listing Rule 5620(a), which requires an annual meeting of shareholders, and related rule 5810(c)(2)(G).