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): February 17, 2026

TruGolf Holdings, Inc.

(Exact name of registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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 5.07 Submission of Matters to a Vote of Security Holders.

On February 17, 2026, TruGolf Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). During the Annual Meeting, stockholders voted on the seven proposals listed below. The final voting results with respect to each proposal are also set forth below. As of the record date for the Annual Meeting, there were 5,057,444 shares of common stock outstanding, of which 4,857,445 shares are Class A common stock and 199,999 shares are Class B common stock. Each outstanding share of our Class A common stock entitled its holder to one vote on each of the matters to be voted on at the Annual Meeting, and each outstanding share of our Class B common stock entitled its holder to 25 votes on each proposal at the Annual Meeting.

Proposal 1:

Election of Directors: Stockholders voted to elect five nominees to the Board of Directors of the Company, each to serve until the 2026 annual meeting of stockholders of the Company or until such person’s successor is qualified and elected.

Proposal 2:

Ratification of Independent Registered Public Accounting Firm: Stockholders voted to ratify Haynie & Company as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

Proposal 3:

Equity Incentive Plan: Stockholders voted to approve the Company’s 2026 Stock Plan, which authorizes the issuance of up to 2,000,000 shares of common stock.

Proposal 4:

The Redomestication Proposal: Stockholders voted to approve a proposal to redomesticate the Company from a corporation organized under the laws of the State of Delaware to a corporation organized under the laws of the State of Nevada.

Proposal 5:

The Share Increase Proposal: Stockholders voted to approve an increase in the number of authorized shares of Class A common stock from 650,000,000 to 1,000,000,000 and to make corresponding changes to the number of authorized shares of capital stock.

Proposal 6:

The Nasdaq Proposal: Stockholders voted to approve the sale of 20% or more of the Company’s issued and outstanding Class A common stock to SZOP Opportunities I LLC pursuant to an Equity Purchase Facility Agreement, dated May 14, 2025, if the Company so chooses.

Proposal 7:

The Adjournment Proposal: Stockholders voted to adjourn the Annual Meeting to another time and place, if necessary, to solicit additional proxies in the event that there were not sufficient votes to approve one or more of Proposals 2 through 6.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.