TruGolf Holdings, Inc. 8-K

What Happened
TruGolf Holdings, Inc. announced that its stockholders approved a plan to redomesticate the company from Delaware to Nevada (approval at the annual meeting on February 17, 2026). The redomestication became effective on March 10, 2026, when the company filed a certificate of conversion in Delaware and articles of conversion in Nevada. As of the Effective Time, the company is domiciled in Nevada and is governed by a new Nevada Charter and Nevada Bylaws.

Key Details

• Stockholder approval: Annual meeting held February 17, 2026; redomestication approved.
• Effective date: Redomestication became effective March 10, 2026.
• Share conversion: Each issued and outstanding share of Delaware Class A, Delaware Class B and Delaware Series A Preferred converted 1:1 into the corresponding Nevada share classes; no exchange of physical certificates required.
• Business impact: The company states there will be no change to business, offices, employees, assets, liabilities or material contractual obligations (other than incurring redomestication costs). Certain stockholder rights were changed as described in the company’s proxy statement.

Why It Matters
For investors, the redomestication changes the legal framework that governs the company’s internal affairs—from Delaware law to Nevada law—and replaces the prior charter and bylaws with Nevada versions. While the company says operations, contracts and financial position are unchanged, the change can alter corporate governance rules and stockholder rights; shareholders should review the Proxy Statement’s “Redomestication Proposal” for the detailed effects. This event was reported in the company’s Form 8-K under Item 3.03.