TruGolf (TRUG) grants Canada partner exclusive Hard Rock reach

Q: What agreement did TruGolf Holdings, Inc. (TRUG) announce on August 25, 2026?

TruGolf Holdings, Inc. entered into a legally binding Memorandum of Understanding with Tru Golf Canada Inc., appointing it as exclusive master distributor and strategic platform partner for a defined Territory while the parties negotiate a definitive long-form agreement.

Q: How long is the initial term of TruGolf (TRUG)’s MOU with Tru Golf Canada Inc.?

The initial term of the distributor arrangement is five years from the Effective Date, subject to earlier termination under the terms of the agreement between TruGolf Holdings, Inc. and Tru Golf Canada Inc.

Q: What regions are included in the Territory under TruGolf (TRUG)’s MOU?

The Territory includes the Indigenous Community Channel throughout Canada, the Thompson Okanagan Territory in British Columbia, Hard Rock opportunities in Oklahoma, global Hard Rock brand opportunities owned by the Seminole Nation, and Canadian-Originated Opportunities accepted by TruGolf.

Q: Are there minimum sales requirements in the first year of TruGolf (TRUG)’s MOU?

No. The MOU states there are no minimum purchase or sales targets during the first twelve months. From the second year, the parties will establish objective performance targets that can affect exclusivity for portions of the Territory.

Q: When does the MOU between TruGolf (TRUG) and Tru Golf Canada Inc. terminate if no definitive agreement is signed?

The MOU will automatically terminate after 180 days from the Effective Date if no definitive long-form agreement is executed, unless the parties extend it by mutual written agreement.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

TruGolf Holdings, Inc. (TRUG) entered into a legally binding Memorandum of Understanding on August 25, 2026 with Tru Golf Canada Inc. as its exclusive master distributor and strategic platform partner for a defined Territory. The MOU governs the relationship while the parties negotiate a definitive long-form agreement in good faith within 45 days and will automatically terminate if no definitive agreement is executed within 180 days of the Effective Date, unless extended in writing.

The initial term of the distributor arrangement is five years from the Effective Date, subject to earlier termination. The Territory includes Indigenous Community Channel opportunities throughout Canada, the Thompson Okanagan Territory in British Columbia, exclusive rights to all Hard Rock opportunities in Oklahoma, global opportunities associated with the Hard Rock brand owned by the Seminole Nation, and Canadian-Originated Opportunities registered by the distributor and accepted by TruGolf. The distributor’s rights in this Territory are exclusive except for certain specified accounts. There are no minimum purchase or sales targets in the first 12 months; from the second year, objective performance targets will be set, and failure to meet them may convert affected portions of the Territory from exclusive to non-exclusive status rather than termination.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Key Figures

Good-faith negotiation period: 45 days Automatic termination window: 180 days Initial term: five (5) years +1 more

4 metrics

Good-faith negotiation period 45 days Period agreed to negotiate a definitive long-form agreement after the MOU Effective Date

Automatic termination window 180 days MOU automatically terminates if no definitive agreement is executed within 180 days of the Effective Date

Initial term five (5) years Initial term of the distributor arrangement from the Effective Date, subject to earlier termination

First-year sales targets No minimum purchase or sales targets for first twelve (12) months Applies during the first year of the distributor relationship under the MOU

Key Terms

Material Definitive Agreement, Memorandum of Understanding, exclusive master distributor, Canadian-Originated Opportunities, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Memorandum of Understanding regulatory

"entered into a Memorandum of Understanding (the “MOU”) with Tru Golf Canada Inc."

A memorandum of understanding (MOU) is a formal agreement between two or more parties that outlines their shared intentions and plans to work together. It acts like a handshake in writing, clarifying each side’s roles and expectations before any official contract is signed. For investors, an MOU signals that parties are serious about collaboration, which can influence future business opportunities and potential growth.

exclusive master distributor financial

"appointed the Distributor as its exclusive master distributor and strategic platform partner"

Canadian-Originated Opportunities financial

"Canadian-Originated Opportunities registered by the Distributor and accepted by the Company."

non-exclusive status financial

"may result in conversion of the affected portion from exclusive to non-exclusive status"

FAQ

What agreement did TruGolf Holdings, Inc. (TRUG) announce on August 25, 2026?

TruGolf Holdings, Inc. entered into a legally binding Memorandum of Understanding with Tru Golf Canada Inc., appointing it as exclusive master distributor and strategic platform partner for a defined Territory while the parties negotiate a definitive long-form agreement.

How long is the initial term of TruGolf (TRUG)’s MOU with Tru Golf Canada Inc.?

The initial term of the distributor arrangement is five years from the Effective Date, subject to earlier termination under the terms of the agreement between TruGolf Holdings, Inc. and Tru Golf Canada Inc.

What regions are included in the Territory under TruGolf (TRUG)’s MOU?

The Territory includes the Indigenous Community Channel throughout Canada, the Thompson Okanagan Territory in British Columbia, Hard Rock opportunities in Oklahoma, global Hard Rock brand opportunities owned by the Seminole Nation, and Canadian-Originated Opportunities accepted by TruGolf.

Are there minimum sales requirements in the first year of TruGolf (TRUG)’s MOU?

No. The MOU states there are no minimum purchase or sales targets during the first twelve months. From the second year, the parties will establish objective performance targets that can affect exclusivity for portions of the Territory.

What happens if Tru Golf Canada Inc. misses performance targets under TruGolf (TRUG)’s MOU?

If agreed performance targets are not met starting in the second year, the affected portion of the Territory may be converted from exclusive to non-exclusive status. The MOU specifies this change does not constitute termination of the agreement for that portion.

When does the MOU between TruGolf (TRUG) and Tru Golf Canada Inc. terminate if no definitive agreement is signed?

The MOU will automatically terminate after 180 days from the Effective Date if no definitive long-form agreement is executed, unless the parties extend it by mutual written agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 08/27/2026 - 05:11 PM Accepted by SEC EDGAR 08/27/2026 - 05:10 PM

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): August 25, 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 1.01 Entry into a Material Definitive Agreement.

On August 25, 2026, TruGolf Holdings, Inc. (the “Company”) entered into a Memorandum of Understanding (the “MOU”) with Tru Golf Canada Inc. (the “Distributor”), a corporation organized under the laws of British Columbia, Canada. The MOU is legally binding upon execution and governs the parties’ relationship until a definitive long-form agreement is executed, which the parties have agreed to negotiate in good faith within 45 days. The MOU automatically terminates if no definitive agreement is executed within 180 days of the date of the MOU (the “Effective Date”), unless extended by mutual written agreement.

Pursuant to the MOU, the Company appointed the Distributor as its exclusive master distributor and strategic platform partner for the Territory (as defined below), with rights to market, sell, distribute, install, support, license, service, and operate TruGolf Products within the Territory. The initial term is five (5) years from the Effective Date, subject to earlier termination.

The “Territory” consists of: (a) the Indigenous Community Channel throughout Canada (opportunities associated with First Nations, Métis, Inuit, and other recognized Indigenous communities); (b) the Thompson Okanagan Territory in British Columbia; (c) exclusive rights to all Hard Rock Opportunities in Oklahoma (the “Oklahoma Hard Rock Rights”); (d) all opportunities globally associated with the Hard Rock brand owned by the Seminole Nation (the “Florida Hard Rock Opportunities”); and (e) Canadian-Originated Opportunities registered by the Distributor and accepted by the Company.

The Distributor’s rights within the Territory are exclusive, subject only to certain specifically identified accounts. No minimum purchase or sales targets apply during the first twelve (12) months. Beginning in the second year, the parties will establish objective performance targets. Failure to meet such targets may result in conversion of the affected portion from exclusive to non-exclusive status (not termination).

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: August 27, 2026	TRUGOLF HOLDINGS, INC.

	By:	/s/ Steven Passey
	Name:	Steven Passey
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents