Director — David Hackett: The filing is an amendment to report committee assignments for a director who was already appointed, which is a routine administrative detail rather than a change in executive management.

by reference. The foregoing descriptions of the Acquisition Agreement and Amendment and the Series C preferred stock do not purport to be complete and are qualified in their entirety by reference to the full text of the Acquisition Agreement and Amendment and the Series C preferred stock, copies of which are filed as Exhibits 2.2, 2.1 and 3.3 to this Current Report on Form 8-K. The Acquisition Agreement and Amendment have been included to provide investors with information regarding their ter…

The issuance of the securities pursuant to the Acquisition Agreement and the issuance of the new Series B preferred warrants pursuant to the Waiver and Exchange Agreement and Exercise Agreement, were made pursuant to an exemption from registration provided by Section 4(a)(2) or Regulation S of the Securities Act of 1933, as amended. The shares of Series B preferred stock issuable upon exercise of the new Series B preferred warrants, and the shares of Class A common stock issuable upon convers…

Entry into a Material Definitive Agreement. Consummation of Polymath Acquisition As previously disclosed, on August 17, 2026, TruGolf Holdings, Inc., a Nevada corporation (the “Company”), entered into an Acquisition Agreement (the “Acquisition Agreement”) with 18141991 Canada Inc., a corporation incorporated under the federal laws of Canada and a wholly owned subsidiary of the Company (“SubCo”), and Polymath Research Inc., a corporation incorporated under the federal laws of Canada (“Polymath…

CFO — Natalie Hirsch: The filing primarily discloses the internal promotion of Natalie Hirsch to CFO/COO and the reassignment of the former CFO to a VP role, alongside a routine board director replacement.

Material Modification to Rights of Security Holders. The information set forth in

Director — Jay Heller: The filing discloses the appointment of a new independent director, which is a standard board composition change and not an executive departure.

Other Events As previously disclosed, on August 17, 2026, the Company entered into a Second Amendment, Waiver and Exchange Agreement (“Waiver and Exchange Agreement”) with certain holders of the Company’s Series A preferred stock (the “Series A preferred stock”). The Waiver and Exchange Agreement provided for certain one-time waivers and consents in connection with the Company’s proposed acquisition of Polymath Research Inc. (“Polymath”), including waivers and consents necessary to permit the…

Entry into a Material Definitive Agreement. On September 22, 2026 (the “Effective Date”), TruGolf Holdings, Inc. (the “Company”) entered into a Separation and Settlement Agreement (the “Separation Agreement”) with Christopher Jones, TruGolf, Inc., TruGolf Links Franchising, LLC, and the Audree Redd Jones Trust (the “Trust”). Pursuant to the Separation Agreement, the Company will pay Mr. Jones a severance payment of $100,000, less required taxes and withholdings, payable in a single lump sum o…

Entry into a Material Definitive Agreement. As previously disclosed, on August 17, 2026, TruGolf Holdings, Inc., a Nevada corporation (the “Company”), entered into an Acquisition Agreement (the “Acquisition Agreement”) with 18141991 Canada Inc., a corporation incorporated under the federal laws of Canada and a wholly owned subsidiary of the Company (“SubCo”), and Polymath Research Inc., a corporation incorporated under the federal laws of Canada (“Polymath”). Pursuant to the Acquisition Agree…

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 automatical…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 19, 2026, TruGolf Holdings, Inc. (the “Company”) received a written notification from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, based on the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, the Company’s stockholders’ equity was $2,060,281, and therefore, the Company was not in compliance with N…

Unregistered Sales of Equity Securities. The disclosure set forth under

Other Events As previously disclosed, on August 17, 2026, the Company entered into an Acquisition Agreement (the “Acquisition Agreement”) with 18141991 Canada Inc., a corporation incorporated under the federal laws of Canada and a wholly owned subsidiary of the Company (“SubCo”), and Polymath Research Inc., a corporation incorporated under the federal laws of Canada (“Polymath”). Pursuant to the Acquisition Agreement, Polymath and SubCo will amalgamate under the Canada Business Corporations A…

The issuance of the securities pursuant to the Acquisition Agreement and the issuance of the new Series B preferred warrants pursuant to the Waiver and Exchange Agreement, will be made pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The shares of Series B preferred stock issuable upon exercise of the new Series B preferred warrants, and the shares of Class A common stock issuable upon conversion of such Series B preferred stock…

Entry into a Material Definitive Agreement. Polymath Acquisition Summary of Acquisition Agreement On August 17, 2026, TruGolf Holdings, Inc., a Nevada corporation (the “Company”), entered into an Acquisition Agreement (the “Acquisition Agreement”) with 18141991 Canada Inc., a corporation incorporated under the federal laws of Canada and a wholly owned subsidiary of the Company (“SubCo”), and Polymath Research Inc., a corporation incorporated under the federal laws of Canada (“Polymath”). Purs…

Chief Financial Officer — Steven Passey: The company hired a new Chief Financial Officer.

Director — Shaun Limbers: Shaun Limbers resigned from his position as a member of the Board of Directors.

Material Modifications to Rights of Security Holders. As previously disclosed, on February 17, 2026, at TruGolf Holdings, Inc.’s (the “Company”) annual meeting of stockholders (the “Annual Meeting”), the stockholders of the Company approved a proposal to redomesticate the Company (the “Redomestication”) from a corporation organized under the laws of the State of Delaware (the “Delaware Corporation”) to a corporation organized under the laws of the State of Nevada (the “Nevada Corporation”) by…

Other Events. As of February 10, 2026, TruGolf Holdings, Inc. (the “Company”) has repurchased a total 423,402 shares of the Company’s Class A common stock under the Company’s previously announced $2.0 million stock repurchase program at an average purchase price per share of $0.7552, including all fees and commissions. Approximately $1.67 million remains available under the stock repurchase program. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant…

Other Events. As of January 31, 2026, TruGolf Holdings, Inc. (the “Company”) has repurchased 249,000 shares of the Company’s Class A common stock under the Company’s previously announced $2.0 million stock repurchase program at an average purchase price per share of $0.8535, including all fees and commissions. Approximately $1.78 million remains available under the stock repurchase program. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On January 5, 2026, TruGolf Holdings, Inc. (the “Company”) received a delinquency notification letter from the Listing Qualifications Staff (“Staff”) of the Nasdaq Stock Market LLC (the “Nasdaq”) due to the Company’s non-compliance with Nasdaq Listing Rule 5620(a) and 5810(c)(2)(G) (the “Listing Rule”) as a result of the Company’s failure to hold an annual meeting of shareholders within twelve…

Entry into Material Definitive Agreement. On May 28, 2025, TruGolf Holdings, Inc. (the “Company”) and the holders (the “Holders”) of certain convertible notes and convertible preferred stock of the Company (the “Preferred Stock”) each entered into an amendment and waiver agreement (each, an “Amendment”) pursuant to which each Holder agreed to: (i) reduce the amount of shares of the Company’s Class A common stock (the “Common Stock”) the Company is required to reserve in connection with the fu…

Entry into a Material Definitive Agreement. On May 14, 2025, TruGolf Holdings, Inc. (the “Company”) entered into an Equity Purchase Facility Agreement (the “EPFA”) with an institutional investor (the “Investor”). Pursuant to the EPFA, subject to certain conditions precedent contained therein, the Company has the right to issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company, up to an aggregate of $20 million (the “Commitment Amount”) in newly issu…

Unregistered Sales of Equity Securities. Information regarding unregistered sales of securities set forth under