TRUGHIGH SIGNALFINANCIAL10-K

TRUG completed a corporate redomestication from Delaware to Nevada while experiencing substantial financial deterioration with net losses expanding meaningfully and gross profit declining significantly.

The company's core profitability metrics have deteriorated sharply, with gross profit falling by over one-third while operating expenses expanded substantially, indicating potential challenges in the golf simulation technology market or execution issues. Despite improved operating cash flow performance, the widening losses and compressed margins suggest fundamental operational pressures that require close monitoring.

Comparing 2026-04-15 vs 2025-04-15View on EDGAR →
FINANCIAL ANALYSIS

TRUG's financial performance weakened considerably, with gross profit declining meaningfully to $9.5M while SG&A expenses grew substantially to $11.0M, resulting in expanded net losses. The balance sheet showed mixed signals with total assets growing modestly to $20.2M and total liabilities decreasing, while inventory levels dropped significantly. Operating cash flow improved notably, providing some offset to the concerning profitability trends, though the overall picture suggests operational challenges in the golf technology business.

FINANCIAL STATEMENT CHANGES
Net Income
P&L
-73.1%
-$8.8M→-$15.2M

Net income declined 73.1% — review whether driven by operations, interest costs, or non-recurring items.

SG&A Expense
P&L
+65%
$6.7M→$11.0M

SG&A up 65% — significant increase in sales or administrative costs, monitor impact on operating leverage.

Inventory
Balance Sheet
-63.3%
$2.3M→$863K

Inventory drawn down 63.3% — strong sell-through or deliberate destocking; watch for supply constraints.

Operating Cash Flow
Cash Flow
+57.5%
-$4.0M→-$1.7M

Operating cash flow surged 57.5% — exceptional cash generation, highest quality earnings signal.

Gross Profit
P&L
-34.7%
$14.6M→$9.5M

Gross margin compression — rising input costs, pricing pressure, or unfavorable product mix shift.

Total Liabilities
Balance Sheet
-27.1%
$21.8M→$15.9M

Liabilities reduced 27.1% — deleveraging improves balance sheet strength and financial flexibility.

Accounts Receivable
Balance Sheet
-24.2%
$1.4M→$1.1M

Receivables declined — improved collection efficiency or conservative revenue recognition.

Interest Expense
P&L
+21.6%
$545K→$663K

Interest costs rose 21.6% — monitor debt levels and coverage ratio in rising rate environment.

Total Debt
Balance Sheet
-20.7%
$3.6M→$2.8M

Debt reduced 20.7% — deleveraging strengthens balance sheet and reduces financial risk.

Total Assets
Balance Sheet
+17.7%
$17.1M→$20.2M

Asset base grew 17.7% — expansion through organic growth, acquisitions, or capital deployment.

LANGUAGE CHANGES
NEW — 2026-04-15
PRIOR — 2025-04-15
ADDED
Our Business Our Corporate and Acquisition History We were incorporated on July 8, 2020, as a Delaware corporation and formed for the purpose of effecting a business combination.
On January 31, 2024, we consummated a business combination pursuant to which TruGolf Nevada became our wholly-owned subsidiary, and our name was changed from Deep Medicine Acquisition Corp.
TruGolf Nevada, was formed in 1995, and was a subsidiary of Access Software.
On March 10, 2026, the Company completed its redomestication from a Delaware corporation to a Nevada corporation (the Redomestication ) by filing a certificate of conversion with the Secretary of State of the State of Delaware and articles of conversion with the Nevada Secretary of State.
The Redomestication was approved by the Company s stockholders at the annual meeting held on February 17, 2026.
General TruGolf is a golf technology company focused on indoor golf simulation hardware, software, and related services.
Our roots trace to the golf simulation and software expertise developed through Access Software and the Links video game franchise, and since 1999, we have focused on helping establish residential and commercial golf simulation as a viable industry.
Over time, we expanded from software-focused offerings into a broader integrated platform that includes proprietary launch monitors, simulator systems, software products, and custom installations.
- 3 - Today, we offer a portfolio of golf technology products designed to help users play, improve, and enjoy golf in indoor environments.
Our hardware offerings include launch monitors such as APOGEE and LaunchBox, simulator systems ranging from compact and portable configurations to premium and custom installations, and related components and services.
REMOVED
Our Business Our Corporate and Acquisition History TruGolf Nevada, was formed as a Utah corporation on October 4, 1995, under the name TruGolf Incorporated, and was a subsidiary of Access Software.
On June 9, 1999, TruGolf Nevada changed its name to TruGolf, Inc.
Effective on April 26, 2016, TruGolf Nevada filed Articles of Merger with the State of Utah, Department of Commerce, and on April 28, 2016, TruGolf Nevada filed Articles of Merger with the Secretary of State of Nevada, pursuant to which TruGolf, Inc., a Utah corporation, merged with and into TruGolf Nevada, pursuant to a Plan of Merger.
TruGolf Nevada was the surviving corporation and, in connection with the Plan of Merger, TruGolf Nevada affected a four-for-one forward stock split of its outstanding common stock.
(f/k/a Deep Medicine Acquisition Corp.) ( TruGolf , and together with its subsidiaries, the Company ), was incorporated on July 8, 2020, as a Delaware corporation and formed for the purpose of effecting a business combination, with no material operation of its own.
On March 31, 2023, we entered into an Agreement and Plan Of Merger (the Merger Agreement ) with Deep Medicine Acquisition Corp.
( Merger Sub ), a Nevada corporation and a wholly-owned subsidiary of DMAQ, Bright Vision Sponsor LLC, a Delaware limited liability company, in the capacity as DMAQ s representative, Christopher Jones, an individual, in the capacity as TruGolf Nevada s representative, and TruGolf Nevada (together, the Merger Parties ).
- 3 - On January 31, 2024, we consummated the business combination (the Closing ) contemplated by the Restated Merger Agreement and Merger Agreement, dated as of July 21, 2023, by and among the Merger Parties.
As a result of the Closing and the transactions contemplated by the Merger Agreement, (i) Merger Sub merged with and into TruGolf Nevada, with TruGolf Nevada surviving the Merger as a wholly-owned subsidiary of TruGolf, and (ii) TruGolf s name was changed from Deep Medicine Acquisition Corp.
TruGolf s Class A common stock commenced trading on the Nasdaq Global Market LLC under the ticker TRUG on February 1, 2024.
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