Every 8-K that TruGolf Holdings, Inc. (TRUG) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow TRUG and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TRUG filings page.
TruGolf Holdings, Inc. (TRUG) amended its Acquisition Agreement for the planned amalgamation of wholly owned subsidiary 18141991 Canada Inc. with Polymath Research Inc., after which the combined entity will be a wholly owned subsidiary. Polymath shareholders will receive TruGolf Class A common stock equal to 19.9% of Class A shares outstanding immediately before closing, plus newly designated Series C preferred stock.
The amendment fixes the number of Series C shares at the “Series C Preferred Value” (a portion of a $140,000,000 reference amount) divided by the $1,000 stated value per share. Each Series C share is convertible into Class A common stock at a conversion ratio based on a $3.94 conversion price, with automatic conversion after required stockholder approval and, if required, Nasdaq approval.
Until Nasdaq approval, aggregate ownership from converting Series C cannot exceed 19.99% of post-conversion Class A shares, with any excess shares deemed void. The Series C carries dividends on an as-converted basis, no general voting rights, priority and parity rights in liquidation relative to other classes, strong protective voting rights, and restrictive negative covenants on additional issuances, indebtedness, asset sales, business changes and certain transactions while any Series C remains outstanding.
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.
TruGolf Holdings, Inc. (TRUG) reported that on August 24, 2026 it used, and posted to its website, a corporate investor presentation furnished as Exhibit 99.1. The presentation, dated August 2026, is provided under a Regulation FD disclosure and is expressly treated as “furnished,” not “filed,” under the Exchange Act and Securities Act unless later specifically incorporated by reference.
The company’s common stock, par value $0.0001 per share, is listed on The Nasdaq Stock Market LLC under the symbol TRUG. The Form 8-K was signed on behalf of TruGolf Holdings, Inc. by Chief Financial Officer Steven Passey.
TruGolf Holdings, Inc. (TRUG) reported that Nasdaq notified the company on August 19, 2026 that its stockholders’ equity was $2,060,281 as of June 30, 2026, below the Nasdaq Capital Market minimum of $2,500,000 required by Listing Rule 5550(b)(1)(A). The Class A common stock continues to trade on Nasdaq under the symbol TRUG while TruGolf has 45 days, until October 5, 2026, to submit a plan to regain compliance. If Nasdaq accepts the plan, the company could receive up to 180 days, until February 15, 2027, to demonstrate compliance, with appeal rights if a plan is not accepted.
The company also describes previously announced transactions related to its planned acquisition of Polymath Research Inc. through a Canadian amalgamation, which would create a wholly owned subsidiary. In connection with this, TruGolf entered into a Waiver and Exchange Agreement with certain Series A preferred stockholders, including a reset of the Series A conversion price to $1.00 per share. Between August 18–21, 2026, Series A preferred stock with $1,525,000 stated value converted into 2,688,750 Class A shares. As of August 21, 2026, about $4.4 million of Series A stated value remains outstanding, which if fully converted (including make-whole amounts) would result in approximately 7.69 million additional Class A shares, compared with 4,572,458 Class A shares outstanding on that date. The company notes there is no assurance it will regain or maintain Nasdaq listing compliance.
TruGolf Holdings, Inc. entered into an Acquisition Agreement to acquire Canadian tokenization company Polymath Research Inc. via an amalgamation, after which the combined entity (“Amalco”) will be a wholly owned subsidiary. Polymath shareholders will receive TruGolf Class A common stock equal to 19.9% of TruGolf’s Class A shares outstanding immediately before closing, plus newly created Series C convertible preferred stock based on a $140,000,000 reference amount minus the value of the common stock issued.
Closing depends on a concurrent preferred equity financing providing at least $3,000,000 in stated value and other Nasdaq and regulatory conditions, including a minimum $10,000,000 market value of listed securities for ten consecutive trading days. TruGolf will also exchange certain Series A preferred warrants for new Series B preferred warrants exercisable at $900 per share of Series B preferred stock, which carries a stated value of $1,000 and converts into Class A common stock at an initial $1.00 conversion price with anti-dilution features. Series C preferred stock will automatically convert to Class A common stock at a $0.9695 conversion price after required stockholder and, if needed, Nasdaq approvals, subject to strict 19.99% ownership caps and extensive negative covenants.
TruGolf Holdings, Inc. has appointed Steven Passey as Chief Financial Officer, effective May 15, 2026, under a new employment letter. His initial annual base salary is $225,000 for the first three months, rising to $250,000 thereafter, with eligibility for annual equity grants under the company’s stock incentive plans.
He will receive standard executive benefits and expense reimbursement. Passey, age 64, brings prior CFO and senior finance experience across several companies in energy, medical devices, multilevel marketing, and services, and is a Certified Public Accountant with an accounting degree from the University of Utah.
TruGolf Holdings, Inc. reported changes to its leadership structure. On March 16, 2026, board member Shaun Limbers resigned from the Board of Directors. The company states his resignation was not due to any disagreement regarding its operations, policies, or practices.
On the same date, the Board appointed Brenner Adams as a new director. As he joined the Board, Mr. Adams resigned from his role as Chief Growth Officer. He will not serve on any board committees, and there are no disclosed arrangements or related-party transactions connected to his appointment.
TruGolf Holdings, Inc. has completed a legal redomestication, changing its corporate domicile from Delaware to Nevada effective March 10, 2026. The company filed a certificate of conversion in Delaware and articles of conversion, new articles of incorporation, and new bylaws in Nevada to implement this move.
Each issued and outstanding share of Delaware Class A and Class B common stock and Series A preferred stock automatically converted on a one-for-one basis into the corresponding Nevada shares with the same par value. Shareholders do not need to exchange existing stock certificates. The company states that the redomestication does not change its business, management, assets, liabilities, contracts, or locations, although certain stockholder rights are modified under Nevada law and the new charter and bylaws as described in the prior proxy statement.
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.
TruGolf Holdings, Inc. reported progress on its stock repurchase program. As of February 10, 2026, the company has repurchased 423,402 shares of its Class A common stock under its previously announced $2.0 million buyback plan at an average price of $0.7552 per share, including fees and commissions. Approximately $1.67 million of authorization remains available for additional repurchases under the program.
TruGolf Holdings, Inc. reports progress on its stock repurchase program. As of January 31, 2026, the company has repurchased 249,000 shares of its Class A common stock at an average price of $0.8535 per share, including fees and commissions.
Approximately $2.0 million was authorized for the stock repurchase program, and about $1.78 million remains available for future share repurchases.
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.
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.