TruGolf Holdings (TRUG) delays 2025 10-K to finish reverse-split disclosures

Rhea-AI Filing Summary

TruGolf Holdings, Inc. notified the SEC that it could not file its Annual Report on Form 10-K for the year ended December 31, 2025 by the prescribed due date. The company says it needs additional time to complete financial statement items, including calculations and disclosures related to a reverse stock split of its Class A common stock.

Key Figures

Fiscal period end: December 31, 2025 Notification date: March 31, 2026 Class A par value: $0.0001 +2 more

5 metrics

Fiscal period end December 31, 2025 Subject period for the delayed Form 10-K

Notification date March 31, 2026 Date the Form 12b-25 was signed by the CEO

Class A par value $0.0001 Par value of the Company’s Class A common stock referenced in the disclosure

Rule 12b-25 timing 15 calendar days Rule period referenced for filing annual reports after the prescribed due date

Registrant phone 801-298-1997 Telephone number provided for Christopher Jones

Key Terms

reverse stock split, Form 12b-25, Form 10-K

3 terms

reverse stock split financial

"completion of certain calculations and disclosures related to a reverse stock split"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Form 12b-25 regulatory

"NOTIFICATION OF LATE FILING"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Form 10-K regulatory

"Annual Report on Form 10-K for the year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25	SEC FILE NUMBER 001-40970
	NOTIFICATION OF LATE FILING	CUSIP NUMBER

(Check one):	☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
	For Period Ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: ____________________

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

TruGolf Holdings, Inc.

Full Name of Registrant

Former Name if Applicable

60 North 1400 West

Address of Principal Executive Office (Street and Number)

Centerville, UT 84014

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D,or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

TruGolf Holdings, Inc. (the “Company”) determined that it was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”) by the prescribed filing date because the Company requires additional time to complete certain items with respect to the financial statements to be included in the Form 10-K, including the completion of certain calculations and disclosures related to a reverse stock split of the Company’s Class A common stock, par value $0.0001.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Christopher Jones		801		298-1997
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	Yes ☒ No ☐
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	Yes ☐ No ☒
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

TruGolf Holdings, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	March 31, 2026	By:	/s/ Christopher Jones
			Christopher Jones
			Chief Executive Officer

FAQ

Why did TruGolf (TRUG) file a Form 12b-25 for its 2025 Form 10-K?

TruGolf filed the Form 12b-25 because it requires additional time to finish financial statement items. The company specifically cites completion of calculations and disclosures related to a reverse stock split for Class A common stock.

When is the fiscal period covered by the delayed TruGolf Form 10-K?

The delayed annual report covers the fiscal year ended December 31, 2025. The notification identifies that period as the subject of the Form 10-K that could not be filed on time.

Does the Form 12b-25 indicate how long TruGolf expects the filing delay to last?

The notice states additional time is required to complete disclosures but does not give a specific filing date. The Form 12b-25 text references the Rule’s timing framework of up to fifteen calendar days for annual reports.

What specific accounting item is delaying TruGolf’s 10-K?

The company identifies calculations and disclosures related to a reverse stock split of its Class A common stock as items requiring additional work before the Form 10-K can be completed.

Who signed the Form 12b-25 for TruGolf and when?

The notification is signed by Christopher Jones, Chief Executive Officer, and dated March 31, 2026, indicating the company’s authorized representative submitted the late-filing notice on that date.