Form 8-K

8-K — TruGolf Holdings, Inc.

Accession: 0001493152-26-021505

Filed: 2026-05-06

Period: 2026-05-01

CIK: 0001857086

SIC: 3949 ()

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

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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): May 1, 2026

TruGolf

Holdings, Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-40970

85-3269086

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

North 1400 West Centerville, Utah

84014

(Address

of principal executive offices)

(Zip

Code)

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):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.0001 par value per share

TRUG

The

Nasdaq Stock Market LLC

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 ☒

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

5.02. Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

May 1, 2026, TruGolf Holdings, Inc. (the “Company”) entered into an employment letter (the “Employment Letter”)

with Steven Passey to serve as the Company’s Chief Financial Officer effective May 15, 2026. The Employment Letter provides for

an initial annual base salary of $225,000 for the initial three months, increasing to $250,000 thereafter, and eligibility for annual

equity grants under the Company’s stock incentive plans, as determined by the Compensation Committee of the Board of Directors.

Mr. Passey is entitled to participate in the Company’s benefit plans and programs for similarly situated executives, expense reimbursement

in accordance with Company policy, and other standard benefits.

Mr.

Passey, age 64, served as Group Controller – International Operations at Blackrock Neurotech, Inc., a neurotechnology company,

from October 2025 until May 2026. From September 2024 to May 2025, Mr. Passey served as Chief Financial Officer of Kinetic Energy Services,

LLC, an oil and gas staffing services company. From March 2023 until December 2023, Mr. Passey served as Chief Financial Officer of Catheter

Precision, Inc., a medical device company. From April 2022 until December 2022, Mr. Passey served as Chief Financial Officer of QSI Holdings,

Inc., a multilevel marketing company promoting health and wellness supplements. From August 2013 to March 2022, Mr. Passey served as

Corporate Controller and Treasurer of Alsco Inc., an international linen and uniform rental services company. Since 2015, Mr. Passey

has served as a Board Member and Financial Advisor of True DNA Story LLC, and since 2011, Mr. Passey has operated Steven Passey Consulting,

LLC, specializing in financial consulting, accounting, budgeting, financial analysis, financial modeling, and general management services

to small and medium-sized businesses. Mr. Passey holds a Bachelor of Science in Accounting from the University of Utah, David Eccles

School of Business. He is a Certified Public Accountant. There are no transactions in which Mr. Passey has an interest requiring disclosure

under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Passey and any director or executive officer of the

Company that would require disclosure under Item 401(d) of Regulation S-K.

The

foregoing summaries of the Employment Letter do not purport to be complete and are qualified in their entirety by reference to the full

text of such agreements.

Item

9.01. Financial

Statements and Exhibits

(d)

Exhibits.

No.

Description

10.1

Employment Agreement between Steven Passey and TruGolf Holdings, Inc. dated May 1, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date:

May 6, 2026

TRUGOLF

HOLDINGS, INC.

By:

/s/

Christopher Jones

Name:

Christopher

Jones

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

TruGolf

Inc.

n. 1400 w.

Centerville,

UT 84014

Steven

Passey

[***]

Layton,

5/5/2026

Dear

Steven,

TruGolf

Holdings, Inc. (the “Company”) is pleased to offer you the position of Chief Financial Officer. This role is a key executive

position responsible for leading the company’s financial strategy, public company reporting, and capital markets activities.

Role

and Responsibilities:

CFO, you will oversee all financial functions, including accounting, financial planning and analysis, treasury, tax, and investor relations.

You will be responsible for ensuring compliance with SEC reporting requirements and maintaining strong internal controls. You will partner

closely with the CEO and Board of Directors on strategic planning, capital allocation, and growth initiatives, while managing relationships

with auditors, investors, and financial institutions. You understand and agree that you will be expected to devote your full working

time to performing services for TruGolf Holdings, Inc.

Compensation:

Base

Salary: $225,000 annually for the first three (3) months

Base

Salary Adjustment: Increased to $250,000 annually thereafter

Equity:

Participation in an equity incentive program currently under development, subject to approval by the Compensation Committee of the Board

of Directors

Additional

compensation components, including potential bonus and long-term incentives, may be established at a later date by the Compensation Committee

of the Board of Directors.

Payroll:

Payroll

is disbursed on the 5th and 20th of each month. The paycheck received on the 5th is for days worked

from the 16th through the end of the prior month. The paycheck received on the 20th is for the days worked from

the 1st through the 15th of the current month.

Benefits:

Medical

(Portion paid), dental (Employee paid), Life Insurance, and Transamerica (Supplemental Insurance) paid monthly by TruGolf. Commencing

on the 1st day of the month following a 30-day waiting period. Sick/Personal Time: (5) days of “Sick Time/Personal Time”

year 1 (prorated). Vacation will be accrued in accordance with Company policy.

Reporting

Structure:

Day-to-day

reporting, will be to the Chief Executive Officer, with Governance and oversight reporting, and direct accountability to the Board of

Directors, primarily through the Audit Committee.

Location:

TruGolf

Corporate Office, Centerville, Utah.

At-Will

Employment

Your

employment with TruGolf Holdings, Inc. will be at-will and may be terminated by either party at any time, with or without cause or notice,

subject to applicable law.

Notifications,

Disclosures, and Confidentiality

order to protect the Company, you have assured us that:

(i) you

have described your background truly and completely, revealing all information that may have impacted the Company’s decision to

offer you employment;

(ii) your

employment with the Company will not violate any obligation you may have; and

(iii) you

have no confidential material, documents, or other property of any former employer or other person or entity that will be brought or

utilized in any work performed for the Company under this Agreement.

Contemporaneously

with your execution of this letter, you acknowledge that you are receiving Confidential Information of the Company or others dealing

with the Company and that the Company will be expending resources to provide you with unique training with regard to the products and

technology the Company is developing. You acknowledge that the Confidential Information provided to you and the unique training you will

get is valuable consideration for your promises in this letter. The term “Confidential Information” means any information

concerning the Company’s business, technology, business relationships, financial affairs, trade secrets or any other proprietary

information, which may be oral, written, graphic, machine-readable or in other tangible form, that the Company has not disclosed to the

general public. “Confidential Information” also means all information whether of the Company or received by the Company from

its licensors, licensees, suppliers, customers or third parties that the Company treats as confidential during the term of your employment

whether or not the information is regarded as a “trade secret” as defined by law. You acknowledge that the Confidential Information

constitutes valuable trade secrets and agree to use the Confidential Information solely in accordance with the provisions of this letter

agreement.

You

agree not to disclose any Confidential Information to any person, without the Company’s prior written consent, other than agents

of the Company who need to know the Confidential Information in order to fulfill their responsibilities for the Company. You agree not

to use the Confidential Information for any purpose other than to fulfill your responsibilities for the Company. You further agree to

safeguard the confidentiality of the Confidential Information by cooperating with the Company; taking all precautions the Company requires;

using your best efforts to prevent the unauthorized disclosure of any Confidential Information; and delivering to the Company all copies

of Confidential Information in your possession, custody, or control upon the earlier request of the Company or the termination of your

employment. These limitations do not apply to information that (i) is publicly available, (ii) was obtained by you from third parties

without restrictions on disclosure, (iii) you knew prior to entering this letter agreement, (iv) was independently developed by you without

the use of Confidential Information, or (v) is required to be disclosed by order of a court or other governmental entity.

During

your employment you agree to make full and prompt disclosure to the Company of all inventions, discoveries, designs, developments, methods,

modifications, improvements, processes, algorithms, databases, formulae, techniques, trade secrets and other works of authorship (“Created

Materials”) whether or not patentable or copyrightable, that are created, made, conceived, or reduced to practice (alone or jointly

with others or under your direction) during the period of your employment with the Company so long as it is applicable to the Company’s

business.

With

respect to Created Materials, you agree that:

(i) all

work performed by you, including any copyrightable work, is on a “work for hire” basis and will be the sole and exclusive

property of the Company, and you hereby assign and transfer to the Company and its successors all of your rights and interests in Created

Materials to the Company;

(ii) you

will complete and keep documentation of the conception, development and reduction to practice of Created Materials;

(iii) you

will disclose all Created Materials, including your documentation, to the Company promptly and completely;

(iv) you

will cooperate fully with the Company, both during and after the term of your employment, to the procurement, maintenance and enforcement

of the Company’s intellectual property rights in the Created Materials;

(v) you

will sign any documents and assist the Company in any applications or proceedings that may be necessary to secure for the Company the

ownership or protection of the Created Materials and any patents, copyrights or other proprietary rights related to the Created Materials.

If necessary for the Company, you agree to do these things even after your employment with the Company is over, in which case the Company

will pay you a reasonable fee for the time that you spend on its behalf and reimburse you for any ordinary and necessary out of pocket

expenses that you incur; and

(vi)

you will deliver to the Company all Created Materials as well as all materials you received

from Company for use in creating Created Materials when your employment with Company is over.

Your

obligations to the Company with respect to Confidential Information and Created Materials, however, will continue after your employment

with the Company is terminated. You also agree that the Company may assign this letter agreement to any successor company or entity.

You

agree to be bound by the terms of this letter agreement for the duration of your employment with the Company, throughout minor changes

in responsibility and compensation. You understand that you may be called upon to support the Company by occasionally completing tasks

outside your general job description. You agree that such temporary assignments are not material alterations of your employment relationship

with the Company. You agree that unless and until your employment relationship changes permanently and materially such that a new employment

contract is entered into you will remain bound by the terms of this letter agreement.

are excited about the prospect of having you join our team and contributing to the success of TruGolf. If you accept this offer,

please sign and return a copy of this letter by Monday, May 6th, 2026. We look forward to welcoming you, and we are confident that you

will make significant contributions to our company.

This

offer is contingent upon standard background checks and any required approvals.

Please

indicate your acceptance of this offer by signing below.

Accepted and

Agreed:

/s/

Steven Passey

Date:

May

1, 2026

/s/

Chris Jones

Chris

Jones

Chief Executive Officer

TruGolf Holdings, Inc.

Date:

April 30,

2026

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