TruGolf (NASDAQ: TRUG) amends report to fix share count

Rhea-AI Filing Summary

TruGolf Holdings, Inc. filed an amendment to its annual report for the year ended December 31, 2025 to correct the number of Class A common shares shown on the cover. The company clarifies that 914,267 shares were outstanding as of April 15, 2026, not 1,394,771.

The amendment is limited to the cover page, an explanatory note, the exhibit index, the signature page and updated officer certifications. It does not change any financial statements or other disclosures, which continue to speak as of the original filing date and should be read together with this amendment.

Key Figures

Non-affiliate market value: $3.2 million Share price reference: $57.20 per share Correct shares outstanding: 914,267 shares +2 more

5 metrics

Non-affiliate market value $3.2 million Aggregate market value of common stock held by non-affiliates as of June 30, 2025

Share price reference $57.20 per share Price used to compute non-affiliate market value as of June 30, 2025

Correct shares outstanding 914,267 shares Class A common stock outstanding as of April 15, 2026

Originally misstated shares 1,394,771 shares Erroneous Class A share count originally shown as of April 15, 2026

Certification exhibit Exhibit 31.1 Rule 13a-14(a) / 15d-14(a) officer certification filed with amendment

Key Terms

emerging growth company, smaller reporting company, internal control over financial reporting, Section 404(b) of the Sarbanes-Oxley Act, +2 more

6 terms

emerging growth company regulatory

"See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

smaller reporting company regulatory

"See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2"

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

internal control over financial reporting regulatory

"assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act"

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

Section 404(b) of the Sarbanes-Oxley Act regulatory

"attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act"

Interactive Data File regulatory

"whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T"

Rule 13a-14(a) / 15d-14(a) Certification regulatory

"Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer and Principal Financial Officer"

How to Read a 10-K Annual Report →

true FY 0001857086 0001857086 2025-01-01 2025-12-31 0001857086 2025-06-30 0001857086 2026-04-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

 (Amendment No. 1)

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________________ to __________________________

Commission file number 001-40970

TRUGOLF HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		85-3269086
State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization		Identification No.)

60 North 1400 West, Centerville, Utah 84014

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (801) 298-1997

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value		TRUG		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by checkmark 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. ☐

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the common stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2025) was $3.2 million computed by reference to the price at which the common stock was last sold ($57.20 per share).

The registrant had 914,267 shares of Class A common stock outstanding as of April 15, 2026.

EXPLANATORY NOTE

TruGolf Holdings, Inc. (the “Company”) is filing this Amendment No. 1 (“Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Original 10-K”), which was filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2026, solely to correct an error on the cover page regarding the number of shares of Class A common stock outstanding as of April 15, 2026.

Specifically, the Company erroneously stated the number of shares of Class A common stock outstanding as of April 15, 2026 was 1,394,771. The correct number of shares of Class A common stock outstanding as of April 15, 2026 was 914,267. This Amendment contains only the cover page, this explanatory note, the exhibit index, the signature page and the new certifications (as further explained in the last paragraph of this explanatory note).

Except for the foregoing, no other changes have been made to the Original 10-K, and this Amendment does not amend, update, or modify any other part of the Original 10-K, including the financial statements or disclosures therein. The Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that have occurred as of a date subsequent to the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original 10-K.

In accordance with SEC rules, a new certification by the Company’s principal executive officer and principal financial officer is filed herewith as exhibit 31.1 to this Amendment. As no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraph 3 of the certifications has been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as a part of the report:

We have filed the exhibits listed in the Exhibit Index below in this Form 10-K/A.

(b) Exhibits.

Exhibit				Incorporated by Reference
Number		Exhibit Description		Form		Exhibit		Filing Date
31.1*		Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer and Principal Financial Officer

*Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRUGOLF HOLDINGS, INC.

By:	/s/ Christopher (Chris) Jones
Name:	Christopher (Chris) Jones
Title:	Chief Executive Officer, Director, Interim Chief Financial Officer (Principal Executive Officer, Interim Principal Financial Officer and Interim Principal Accounting Officer)
Date:	April 17, 2026

FAQ

What did TruGolf (TRUG) change in this amended annual report?

TruGolf filed an amendment to its annual report solely to correct the Class A common stock share count on the cover page. The company emphasized that all financial statements and other disclosures in the original filing remain unchanged and continue to apply.

What is the correct TruGolf Class A share count as of April 15, 2026?

The correct number of TruGolf Class A common shares outstanding as of April 15, 2026 is 914,267. The original annual report mistakenly listed 1,394,771 shares, and this amendment updates only that cover-page figure, leaving all other disclosures unchanged.

Does TruGolf’s 10-K/A amendment change any 2025 financial results?

The amendment does not change any 2025 financial results. TruGolf states that only the cover-page share count and related certifications are updated, while all financial statements and other disclosures from the original annual report remain exactly as previously filed.

What was the market value of TruGolf stock held by non-affiliates?

The aggregate market value of TruGolf common stock held by non-affiliates was $3.2 million as of June 30, 2025. This amount was calculated using the last reported sale price of $57.20 per share on that date, as disclosed in the amended report.

What new certifications are included in TruGolf’s amended filing?

TruGolf includes a new Rule 13a-14(a) / 15d-14(a) officer certification as Exhibit 31.1 with this amendment. The company notes no Section 1350 certifications are provided because no financial statements are being filed or revised in this amendment.

Who signed TruGolf’s amended annual report and in what capacities?

The amended report was signed by Christopher (Chris) Jones, serving as Chief Executive Officer, Director, Interim Chief Financial Officer, Principal Executive Officer, Interim Principal Financial Officer, and Interim Principal Accounting Officer, reflecting his multiple leadership and financial reporting responsibilities at the company.