TruGolf Holdings, Inc. 8-K

What Happened
TruGolf Holdings, Inc. (TRUG) filed an 8-K reporting the results of its annual meeting held on February 17, 2026. Stockholders elected five directors (Christopher Jones; B. Shaun Limbers; Humphrey P. Polanen; Riley Russell; AJ Redmer) and ratified Haynie & Company as the independent registered public accounting firm for the year ending December 31, 2025. Shareholders approved the Company’s 2026 Stock Plan (authorizing up to 2,000,000 shares), voted to redomesticate the company from Delaware to Nevada, approved increasing authorized Class A common stock from 650,000,000 to 1,000,000,000 shares, and approved a proposal allowing the potential sale of 20% or more of issued and outstanding Class A stock to SZOP Opportunities I LLC under a previously disclosed Equity Purchase Facility Agreement (dated May 14, 2025). The meeting’s record date showed 5,057,444 shares outstanding (4,857,445 Class A; 199,999 Class B, with Class B carrying 25 votes per share).

Key Details

• Annual meeting date: February 17, 2026; record shares outstanding: 5,057,444 (Class A 4,857,445; Class B 199,999).
• Directors elected: Christopher Jones; B. Shaun Limbers; Humphrey P. Polanen; Riley Russell; AJ Redmer. (Each elected to serve until the 2026 annual meeting.)
• 2026 Stock Plan approved: up to 2,000,000 shares authorized. Vote: 6,134,928 For; 277,736 Against; 15,195 Abstentions (314,491 broker non-votes).
• Redomestication approved (Delaware → Nevada). Vote: 6,228,794 For; 161,758 Against; 37,297 Abstentions (314,501 broker non-votes).
• Authorized Class A shares increased from 650,000,000 to 1,000,000,000. Vote: 6,148,384 For; 253,367 Against; 23,354 Abstentions.
• Nasdaq-related proposal (potential sale of ≥20% to SZOP) approved: 6,151,432 For; 230,732 Against; 45,695 Abstentions.

Why It Matters
These votes change the company’s governance and capital structure options: redomestication shifts the company’s state of incorporation (which can affect corporate law and governance frameworks), the authorized share increase and approved 2026 Stock Plan create capacity for future equity issuance (potential dilution risk), and the Nasdaq-related approval permits the company to complete a significant equity sale to SZOP under an existing facility if chosen. Investors should watch subsequent filings for implementation steps, timing, and any details on actual share issuances or transactions that could affect ownership, dilution, or trading.