UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On 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 | |