TruGolf Holdings, Inc.

Information regarding our risk factors appears in Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2025. The risks described in our Annual Report on Form 10-K, as well as additional risks and uncertainties not presently known to us or that we currently deem immaterial, could materially and adversely affect our business, results of operations, and financial condition, which in turn could materially and adversely affect the trading price of shares of our Class A common stock. Except as set forth below, as of the date of this Quarterly Report on Form 10-Q, there have been no material updates or changes with respect to the risk factors previously disclosed in our Annual Report on Form 10-K.

The conversion of our outstanding Series A Preferred Stock into Class A common stock will dilute the ownership interest of our stockholders.

The conversion price of our Series A Preferred Stock is subject to adjustment in certain circumstances, including (i) if we sell Class A common stock or equivalents at a price below the then-current conversion price (subject to certain exceptions), (ii) on each six-month anniversary of issuance (each, a “Reset Date”) if the conversion price then in effect exceeds the closing price of the Class A common stock on such date, and (iii) upon stock splits, stock dividends, or similar recapitalization events. The most recent Reset Date was April 22, 2026, resulting in a Reset Price of $2.76. The next Reset Date will be October 22, 2026. Upon conversion, we must issue to the holders Class A common stock representing all dividends that would otherwise have accrued on such Series A Preferred through the five-year anniversary of issuance, and this amount converts at a price equal to the lesser of the conversion price, or 90% of the lowest VWAP of Class A common stock during the five trading days prior to conversion (subject to a floor price). In addition, if the floor price exceeds 90% of the five-day VWAP, the stated value of the Series A Preferred is subject to increase. If the conversion price of the Series A Preferred decreases or the stated value of the Series A Preferred increases, the number of shares underlying the Series A Preferred Stock will increase, materially diluting our stockholders. See Note 6 – Stockholders’ Equity - Series A Convertible Preferred Stock for further details.