TruGolf (NASDAQ: TRUG) schedules 2026 meeting, equity plan and move

Rhea-AI Filing Summary

TruGolf Holdings, Inc. has scheduled its annual shareholder meeting for February 17, 2026. At this meeting, shareholders will be asked to re-elect five directors and ratify the appointment of Haynie & Company as the independent registered public accounting firm.

Shareholders will also vote on a new 2026 Equity Incentive Plan, a proposal to change the company’s state of incorporation from Delaware to Nevada while increasing authorized Class A common stock, and approval, for Nasdaq compliance purposes, of issuing Class A common stock under an existing equity purchase facility agreement dated May 14, 2025.

false 0001857086 0001857086 2026-01-13 2026-01-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 13, 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 8.01 Other Events

TruGolf Holdings, Inc. (the “Company”) has set the date of its annual meeting for February 17, 2026. At the annual meeting, the Company intends to seek shareholder approval: (i) to re-elect the five members of its Board of Directors; (ii) to ratify the appointment of Haynie & Company as the Company’s independent registered public accounting firm; (iii) to approve the Company’s 2026 Equity Incentive Plan; (iv) to approve the redomestication of the Company’s jurisdiction of incorporation from Delaware to Nevada, including an increase in the Company’s authorized shares of Class A common stock; and (v) to approve, for purposes of complying with Nasdaq listing rules, the issuance of the Company’s Class A common stock pursuant to the Company’s equity purchase facility agreement dated May 14, 2025.

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 13, 2026	TRUGOLF HOLDINGS, INC.
	By:	/s/ Christopher Jones
	Name:	Christopher Jones
	Title:	Chief Executive Officer

FAQ

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

TruGolf Holdings, Inc. announced the date of its annual shareholder meeting, set for February 17, 2026, and outlined several proposals that will be submitted for shareholder approval at that meeting.

When is TruGolf (TRUG) holding its 2026 annual shareholder meeting?

TruGolf Holdings, Inc. has set its annual shareholder meeting for February 17, 2026.

What key items will TruGolf (TRUG) shareholders vote on at the 2026 meeting?

Shareholders will vote on re-electing five directors, ratifying Haynie & Company as auditor, approving the 2026 Equity Incentive Plan, approving a redomestication from Delaware to Nevada with an increase in authorized Class A common stock, and approving the issuance of Class A common stock under an equity purchase facility for Nasdaq listing rule purposes.

Which audit firm is TruGolf (TRUG) asking shareholders to ratify?

TruGolf is asking shareholders to ratify the appointment of Haynie & Company as its independent registered public accounting firm.

What is the proposed redomestication for TruGolf (TRUG)?

The company is seeking shareholder approval to change its jurisdiction of incorporation from Delaware to Nevada, which will also include an increase in the authorized shares of Class A common stock.

What is the equity purchase facility mentioned by TruGolf (TRUG)?

TruGolf is asking shareholders to approve, for purposes of complying with Nasdaq listing rules, the issuance of Class A common stock under its equity purchase facility agreement dated May 14, 2025.

Is TruGolf (TRUG) proposing a new equity incentive plan?

Yes. TruGolf is seeking shareholder approval of its 2026 Equity Incentive Plan at the February 17, 2026 annual meeting.