Form 8-K

8-K — TruGolf Holdings, Inc.

Accession: 0001493152-26-044019

Filed: 2026-09-24

Period: 2026-09-22

CIK: 0001857086

SIC: 3949 ()

Item: Entry into a Material Definitive Agreement

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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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): September 22, 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

1.01 Entry into a Material Definitive Agreement.

September 22, 2026 (the “Effective Date”), TruGolf Holdings, Inc. (the “Company”) entered into a Separation and

Settlement Agreement (the “Separation Agreement”) with Christopher Jones, TruGolf, Inc., TruGolf Links Franchising, LLC,

and the Audree Redd Jones Trust (the “Trust”).

Pursuant

to the Separation Agreement, the Company will pay Mr. Jones a severance payment of $100,000, less required taxes and withholdings, payable

in a single lump sum on or before the 30th calendar day after the Effective Date (the “Initial Payment Date”). In addition,

the Company will pay Mr. Jones’s monthly COBRA premiums for continued health coverage for Mr. Jones and his eligible dependents

for up to twelve (12) months following the Effective Date.

Pursuant

to the Separation Agreement, the Company will repay the outstanding demand loan made by Mr. Jones to the Company with an outstanding

principal balance of $1,444,000, as follows: 10% of the outstanding principal balance is due on the Initial Payment Date and the remaining

90% is due on the date that is twelve (12) months after the Initial Payment Date (the “Maturity Date”). The deferred balance

accrues simple interest at a rate of 12% per annum and interest is paid on a monthly basis. The Separation Agreement replaces prior loan

payment terms that required the loan to be repaid on demand.

The

Company also agreed to a repurchase price of $500,000 (the “Buyback Price”) for the repurchase of certain franchise rights

from Mr. Jones and his affiliates initially acquired for such amount in June 2024. Of the Buyback Price, 10% is due on the Initial Payment

Date, and the remaining 90% is due on the Maturity Date. The deferred unpaid amount accrues simple interest at 12% per annum. The deferred

portion is subject to acceleration if the Company resells the franchise rights before the Maturity Date.

During

the period from the Effective Date through the first anniversary of such date, Mr. Jones has agreed to vote all Class B common shares

held by him in accordance with the recommendations of the Company’s board of directors at any meeting of shareholders. Pursuant

to the Separation Agreement, Mr. Jones agreed to make himself available for operational transition consulting services at the Company’s

discretion at a rate of $100 per hour, with Mr. Jones serving as an independent contractor. In addition, the Separation Agreement contains

mutual releases with certain carve-outs.

The

foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by the full text of

the Separation and Settlement Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by

reference.

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Departure

of Christopher Jones

September 22, 2026, Christopher Jones voluntarily resigned from all employment and from all officer, director, and committee positions

with the Company and each of its subsidiaries, effective as of such date.

The

information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Appointment

of Jay Heller

September 22, 2026, the Board agreed to appoint Jay Heller as an independent member of the Company’s Board.

Mr.

Heller has served as Chief Executive Officer of K Lab AI since May 2026. Mr. Heller brings more than 25 years of capital markets expertise

and a track record of guiding some of the world’s most innovative companies through the public markets. Previously, he served as

Head of Capital Markets at Nasdaq from 2012 until May 2026, leading a team focused on the facilitation of new listings on the exchange,

where, under his leadership, the team executed more than 3,000 IPOs and listings. Prior to his role as Head of Capital Markets, he served

as Senior Managing Director at Nasdaq’s Market Intelligence Desk. Mr. Heller has served on the board of directors of Naoris Quantum

Protocol Inc. since June 2026. Mr. Heller holds a B.S. in Management Science & Economics from Kean University.

Upon

Mr. Heller’s appointment, he will participate in the Company’s standard compensation program for non-employee directors.

There are no arrangements or understandings between Mr. Heller and any other person pursuant to which Mr. Heller was selected as a director.

There are no family relationships between Mr. Heller and any director or executive officer of the Company, and Mr. Heller has no direct

or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item

8.01. Other Events

previously disclosed, on August 17, 2026, the Company entered into a Second Amendment, Waiver and Exchange Agreement (“Waiver and

Exchange Agreement”) with certain holders of the Company’s Series A preferred stock (the “Series A preferred stock”).

The Waiver and Exchange Agreement provided for certain one-time waivers and consents in connection with the Company’s proposed

acquisition of Polymath Research Inc. (“Polymath”), including waivers and consents necessary to permit the acquisition of

Polymath and related issuances. The Waiver and Exchange Agreement also included a reset of the Series A conversion price to $1.00 per

share as of the market closing on the trading day immediately preceding the date of the Waiver and Exchange Agreement. As

of September 21, 2026, approximately $1.76 million of stated value of Series A preferred stock remain outstanding. As of September 21,

2026, the Company has 12,065,115 shares of Class A common stock outstanding.

Item

9.01. Financial Statements and Exhibits

(d)

Exhibits.

No.

Description

10.1

Separation and Settlement Agreement, dated as of September 22, 2026, by and among TruGolf Holdings, Inc., Christopher Jones, TruGolf, Inc., TruGolf Links Franchising, LLC, and the Audree Redd Jones Trust.

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:

September 24, 2026

TRUGOLF

HOLDINGS, INC.

By:

/s/

Steven Passey

Name:

Steven

Passey

Title:

Chief

Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

[Schedules

and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish

supplementally a copy of any omitted schedule or attachment to the Securities and Exchange Commission upon request.]

Separation

and Settlement Agreement

This

Separation and Settlement Agreement (this “Agreement”) is entered into by TruGolf Holdings, Inc., a Nevada corporation (the

“Company”), and Christopher Jones (“Jones”). Each is a “Party,” and together they are the “Parties.”

TruGolf, Inc. (the “Operating Company”), TruGolf Links Franchising, LLC (the “Franchise Company”), and Christopher

Jones and Audree Jones, solely as the duly authorized trustees of The Audree Redd Jones Trust (the “Trust”), join for the

limited purposes stated in Section 1(e). The Company, Jones and those joining in those capacities are the “Signatories.”

1. Definitions

and Effectiveness

a) Execution

Date. The “Execution Date” is the date the last required Signatory signs

and delivers this Agreement. Signatures will bear their actual dates. The “Jones Signature

Date” is the date Jones signs in his individual capacity.

b) Effective

Date. This Agreement becomes effective on the Execution Date (the “Effective Date”),

subject to any different date expressly stated for a particular obligation. The discharge

of the separate notes identified in Section 6 occurs only upon actual payment as provided

there. No right or Claim under the ADEA is released, as expressly provided in Section 14.

c) Payment

dates. The “Initial Payment Date” is the thirtieth calendar day after the

Effective Date. The “Maturity Date” is the date twelve months after the Initial

Payment Date. “Business Day” means a day other than Saturday, Sunday or a day

on which commercial banks in Utah are legally closed. If a payment date under Sections 3

through 5 falls on a non-Business Day, payment will be made on the preceding Business Day

without changing either defined date or the interest calculation. The September 30, 2026

payment date in Section 6 is separate and fixed.

d) Independent

obligations. The resignation in Section 2(a), accrued obligations in Section 2(b), and

separate existing debt obligation in Section 6 are independent of the releases. Section 6

is not consideration for an age-discrimination release. This Agreement does not reinstate

employment or a corporate position that has otherwise ended. No unenforceability of a release

excuses payment of an independently existing obligation.

e) Limited

joinders and existing employment agreement. The Operating Company and Franchise Company

join in Sections 1, 2, 4 through 8, 10 through 13, 15 and 16 solely as those provisions apply

to their own obligations, assets, claims or conduct. Neither guarantees another entity’s

debt. The Trust joins in Sections 1, 4 through 9, 13, 15 and 16 solely concerning financial

claims, property and shares it owns or controls. No Trust beneficiary is bound individually

merely because of that status. “Employment Agreement” means Jones’s Executive

Employment Agreement with the Company or its predecessor, executed on or around January,

2023, together with the amendments specifically identified in Schedule A.

f) Term

Sheet. “Term Sheet” means the document titled “TruGolf Proposed Separation

Terms,” dated September 18, 2026, reviewed by the Parties in connection with this settlement.

This Agreement supersedes the Term Sheet as provided in Section 16(f). References to the

Term Sheet do not incorporate it into this Agreement or create independent obligations.

Page 1 of 14

2. Separation

and Accrued Entitlements

a) Resignation.

Jones voluntarily resigns from all employment and all officer, director and committee

positions with the Company and its subsidiaries, effective September 22, 2026, at 9 p.m.

Mountain Time (the “Separation Date”). Jones will deliver the separate resignation

in Exhibit C on execution. From the Separation Date, Jones has no authority to act for or

bind those entities. The resignation is independent of the release’s effectiveness;

any invalidity of a release does not rescind the resignation. Nothing characterizes any earlier

leave or corporate action or admits that a termination was for cause, without cause or for

good reason under the Employment Agreement.

b) Accrued

obligations. The responsible employer will pay earned but unpaid wages through the Separation

Date, reimbursable business expenses and any accrued vacation or other benefits payable under

applicable law or governing plans, when legally due. These amounts and vested benefits are

independent of signing or effectiveness of this Agreement or the validity of a release and

are not credited against the payments below. Jones will provide reasonable supporting expense

records.

c) Existing

compensation arrangements. On the Effective Date, Sections 3 and 9 replace Jones’s

rights to severance, change-of-control payments, future compensation and additional equity

grants under the Employment Agreement and other employment arrangements, except rights expressly

preserved here. Jones will not receive duplicate payment for the same entitlement. The Employment

Agreement otherwise ends, subject to Sections 8, 10, 15 and 16 and any provisions necessarily

supporting the rights expressly preserved.

d) Independent

settlement. No other employee’s departure, release or agreement is a condition

to this Agreement or its performance. This Agreement does not settle any other family member’s

independent employment or personal claims.

3. Severance

and Health Coverage

a) Severance.

In exchange for Jones’s release and other undertakings, the Company will pay Jones

$100,000 gross, less legally required taxes and withholdings (the “Severance Payment”),

in a single payment on or before the Initial Payment Date. The Severance Payment resolves

disputed contractual severance and change-of-control entitlements without admitting any particular

entitlement. It is separate from the payments under Sections 4 through 6 and accrued entitlements.

b) COBRA

subsidy. If Jones and his currently covered eligible dependents timely elect and remain

eligible for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act

of 1985, as amended (“COBRA”), the Company will pay the applicable monthly COBRA

premiums for Jones and those dependents for up to twelve months beginning when active-employee

coverage ends, or until Jones becomes eligible for other group health insurance coverage

that is at least partially paid by another employer, whichever comes first. Coverage remains

subject to the governing plans and applicable law; this Agreement does not extend or alter

statutory COBRA eligibility.

c) Administration

and end of subsidy. The subsidy ends for a covered person upon loss of COBRA eligibility

or expiration under Section 3(b). Jones will promptly report an event ending the subsidy.

The Company may pay the administrator directly or promptly reimburse documented premiums;

reimbursement for pre-Effective Date coverage is due by the Initial Payment Date. No duplicate

subsidy or cash payment for unelected coverage is due. After the subsidy ends, continued

COBRA coverage remains available at the covered person’s expense if permitted by applicable

law.

d) Conditions.

The additional benefits in this Section are conditioned on the Agreement becoming effective,

subject to Section 15. They are not conditioned on the Polymath transaction, new financing

or a future corporate transaction. No statement here limits an independently existing health-coverage

right.

Page 2 of 14

4. Loan

Repayment

a) Identified

Loan. The “Loan” is the obligation identified as “Loan - Chris Jones”

in Notes 5 and 10 to the Company’s Form 10-Q for the quarter ended June 30, 2026. It

is separate from the obligations under Sections 5 and 6. The actual borrower (the “Borrower”),

creditor and authorized payee are identified in Schedule A. The outstanding principal as

of the Effective Date (the “Loan Balance”) is $1,444,000, less any intervening

principal payments identified in Schedule A. No historical contractual interest is added

to that principal. This Section supersedes prior Loan payment terms.

b) Principal

payments. The Borrower will pay ten percent of the Loan Balance ($144,400.00) on or before

the Initial Payment Date and the remaining ninety percent on or before the Maturity Date.

No monthly installments are required. Voluntary partial payments will reduce principal when

received. The Borrower may prepay principal at any time without premium or penalty.

c) Interest.

Unpaid principal bears simple interest at twelve percent annually from and including

the Effective Date through but excluding the date that principal is paid, calculated on actual

days elapsed over a 365-day year. Interest does not compound and is due only when the remaining

Loan principal is paid in full, whether at the Maturity Date or earlier. A partial principal

payment does not require a simultaneous interest payment. Upon a default under Section 4(e)

the default rate in Section 4(e) shall apply.

d) Replacement

of prior terms. On the Effective Date, this Section replaces prior Loan payment terms

and resolves earlier demands for acceleration, interest, fees or damages relating to the

Loan, including the September 3, 2026 demand. There is no admission that the earlier demand

was valid or that a default occurred. The creditor’s remaining rights regarding the

Loan are enforcement of this Agreement and receipt of the amounts stated here. No new collateral,

guaranty or equity conversion is granted; the Loan is not extinguished merely by signing

this Agreement. Existing security interests, if any, survive only to the extent documented

in Schedule A and will be released upon full payment.

e) Default.

If the Borrower fails to make any payment required under this Section 4 within five business

days after its due date, or if the Company fails to pay the Trust Payoff Amount under Section

6 when due, Jones may, by written notice to the Company, declare all unpaid principal and

accrued interest under this Section 4 immediately due and payable. From and after such default,

all unpaid amounts under this Section 4 shall bear simple interest at eighteen percent (18%)

per annum, replacing the twelve percent (12%) rate otherwise applicable under Section 4(c),

until paid.

5. Franchise

Rights Repurchase

a) Identified

rights. “Franchise Rights” means all rights and interests, whether documented

or asserted, acquired or claimed by Jones or the Trust in connection with the $500,000 payment

made on or about June 27, 2024 to the Franchise Company, including any associated franchise,

territory, development, reservation, refund or restitution rights. Schedule A identifies

the payment, any existing documentation, the owner or owners, and the specific rights or

territory to which Section 5(e) applies. This description does not represent that a definitive

franchise agreement or a specific territory was previously granted.

b) Transfer

and cancellation. On the Effective Date, Jones and the Trust each transfer, convey and

surrender all their respective interests in the Franchise Rights to the Company or its designated

subsidiary, free of liens and competing assignments. The Franchise Company accepts the surrender

and cancellation of the related franchise arrangements. Jones and the Trust will execute

reasonable confirmatory instruments. Their retained rights are the right to the repurchase

payments under Section 5(c) and interest under Section 5(d), not continued franchise or territorial

rights. No unrelated asset or independently owned intellectual property is conveyed.

Page 3 of 14

c) Price

and principal payments. The total repurchase price is $500,000 (the “Buyback Price”).

The Company will pay $50,000 on or before the Initial Payment Date and the remaining $450,000

on or before the Maturity Date, subject to earlier payment under Section 5(e). No monthly

installments are required. Voluntary partial payments reduce principal when received, and

prepayment is permitted without premium or penalty.

d) Interest.

The deferred unpaid Buyback Price bears simple interest at twelve percent annually from

and including the Initial Payment Date through but excluding the date the corresponding principal

is paid, calculated on actual days elapsed over a 365-day year. Interest does not compound

and is payable only at final repayment, scheduled or earlier. If the initial $50,000 has

not been paid when due, it also constitutes unpaid principal from the Initial Payment Date.

Upon a default under Section 5(f) the default rate in Section 5(f) shall apply.

e) Earlier

resale or reissuance. If the Company or an affiliate closes a resale or reissuance of

the specific Franchise Rights identified in Schedule A to an unaffiliated buyer before the

Maturity Date, the Company will pay the entire unpaid Buyback Price and accrued interest

at that closing, regardless of the amount or timing of the resale proceeds. The Maturity

Date applies whether or not a resale occurs. No extension depends on finding a buyer. The

Company will promptly notify Jones and the authorized payee of a closing that triggers this

payment. A sale of other unrelated franchise rights or territories does not trigger this

Section.

f) Default.

If the Company fails to make any payment required under this Section 5 within five business

days after its due date, or if the Company fails to pay the Trust Payoff Amount under Section

6 when due Jones may, by written notice to the Company, declare all unpaid principal and

accrued interest under this Section 5 immediately due and payable. From and after any such

default, all unpaid amounts under this Section 5 shall bear simple interest at eighteen percent

(18%) per annum, replacing the twelve percent (12%) rate otherwise applicable under Section

5(d), until paid.

6. Separate

Trust Notes and September 30 Payment

a) Identified

notes. The “Trust Notes” are the promissory note dated December 22, 2008,

originally for $500,000, and the promissory note dated June 28, 2010, originally for $150,000,

each made by the Operating Company in favor of the Trust, as amended, with the September

30, 2026 maturity date. These are separate from the Loan and Franchise Rights. The Trust

is the holder, subject to the authority and ownership confirmations in Section 7 and Schedule

b) Firm

payment commitment. The Company unconditionally commits to pay, or cause the Operating

Company to pay, $654,604, consisting of $650,000 principal and $4,604 interest through September

30, 2026, in immediately available funds to the Trust on or before September 30, 2026 (the

“Trust Payoff Amount”). The Company remains liable for that payment until the

Trust receives it. The Trust agrees to accept the Trust Payoff Amount as full satisfaction

of all outstanding principal, interest, fees and other amounts under the Trust Notes through

that payment date. The trustees will confirm the agreed payoff in Schedule A before execution.

Payments by either Company entity are credited dollar for dollar, with no duplicate recovery.

The Trust Payoff Amount is additional to all amounts payable under Sections 3 through 5.

c) Independent

deadline. The September 30, 2026 commitment binds the Company and benefits the Trust

upon the Execution Date. It is not extended by the Initial Payment Date, the Maturity Date,

another employee’s agreement, completion of the Polymath transaction, financing, sale

of the Franchise Rights, or any other condition. Any invalidity of Jones’s release

does not discharge this existing-debt payment commitment. No individual officer, director,

employee or trustee gives a personal guaranty or collateral.

Page 4 of 14

d) Payoff

and discharge. Upon actual receipt of the Trust Payoff Amount on or before September

30, 2026, the Trust Notes are fully satisfied and the Trust releases the Company and Operating

Company from all obligations under the Trust Notes. The Trust will promptly deliver a payoff

acknowledgment in a form reasonably acceptable to the Company, cancel or surrender the notes,

and release any related liens. The persons entitled to payment, as identified in Schedule

A, will execute the payoff acknowledgment. Until that receipt, existing note rights and remedies

remain, except as expressly modified by this Section, with no double recovery. A late payment

does not obtain the agreed full discharge unless the Trust agrees in writing or all then-due

amounts are paid. No existing rights are lost merely by signing this Agreement. For the avoidance

of doubt, should the Company fail to pay, or cause the Operating Company to pay, $654,604

on or before September 30, 2026, the Trust Notes shall not be satisfied and all original

terms of the Trust Notes shall apply, including, without limitation, the 24% default interest

rate as contemplated by the Trust Notes.

e) Default.

If neither the Company or Operating Company pays the Trust Payoff Amount in full on or before

September 30, 2026, such failure shall constitute a default under Section 4 and Section 5

of this Agreement, entitling Jones to exercise all remedies provided in Section 4(e) and

Section 5(f), including acceleration and the application of the default interest rates described

in therein.

7. Ownership

and Payment Administration

a) Authority

and ownership. Each Signatory represents that it has authority to enter and perform this

Agreement. Jones and the Trust each represent, as to the interests they convey, release or

direct, that Schedule A identifies all owners and assignments known to them, that they have

not transferred or encumbered those interests except as disclosed there, and that no consent

or signature remains necessary for their respective undertakings. The trustees represent

that they are all trustees whose approval is required, have authority to bind the Trust on

these matters, and will provide a certification of trust or equivalent authority evidence

without unnecessary dispositive or beneficiary information. No Trust beneficiary is bound

individually merely because of that status; this provision does not require individual beneficiary

signatures absent a specific ownership or claim that necessitates joinder.

b) Payees

and assignments. Jones and the Trust jointly authorize payment of each financial obligation

to the recipient identified for that obligation in Schedule A and acknowledge that receipt

by that recipient discharges the corresponding obligation dollar for dollar as against both

of them. A payment direction alone does not transfer beneficial ownership or change tax reporting.

Any assignment to the Trust must be separately documented and acknowledged before it is implemented.

A payee change does not increase amounts, accelerate dates or shift tax burdens to the Company.

Before execution, the Company may require documentation of ownership, payment-direction authority,

and trustee authorization sufficient to protect against competing claims. No payment direction

settles an independent claim of a non-signing person.

c) Payment

method. Payments will be in United States dollars by wire or other agreed method using

separately authenticated instructions. Bank details and tax identification numbers will not

be included in this Agreement or a public exhibit. The financial obligations are independent;

a payment on one is not credited against another. Any withholding will be limited to what

applicable law requires and properly reported.

d) Corporate

approvals. Each signing Company entity represents that required corporate approvals and

applicable third-party consents for its undertakings have been obtained. No Signatory relies

on completion of any future merger, Polymath transaction or financing as a condition to a

fixed payment obligation, and no assurance concerning the Polymath transaction closing or

funding is given. No Company claim reserved under Section 8 automatically reduces an amount

payable here; any offset must be agreed in writing or established by a final enforceable

determination, except as applicable law requires.

Page 5 of 14

8. Releases

and Reserved Claims

a) Definitions.

“Claims” means claims, demands, causes of action, liabilities, damages, fees

and expenses, whether known or unknown and whether arising under statute, contract, tort

or otherwise. “Company Released Persons” means the Company and its subsidiaries

and their respective past and present directors, officers, employees, benefit plans, plan

fiduciaries, agents, counsel, successors and assigns, solely in their respective capacities

relating to those entities. A release binds only the releasing person and persons claiming

through that person to the extent legally permitted.

b) Jones

release. Effective on the Effective Date, Jones releases the Company Released Persons

from all waivable Claims Jones owns arising from acts or omissions on or before the Jones

Signature Date, subject to the express exceptions below. This includes Claims relating to

employment, service as an officer or director, compensation, bonuses, severance, change-of-control

benefits, equity grants, separation, contract or tort, and his personal shareholder Claims;

and waivable Claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities

Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Fair

Labor Standards Act, the Utah Antidiscrimination Act and comparable laws. No future conduct,

nonwaivable right, or right or Claim under the Age Discrimination in Employment Act of 1967,

as amended by the Older Workers Benefit Protection Act (the “ADEA”), is released.

Section 14 expressly preserves ADEA rights and Claims notwithstanding any other provision

of this Agreement.

c) Company

release. Effective on the Effective Date, the Company, Operating Company and Franchise

Company each release Jones from all waivable Claims that entity owns arising from acts or

omissions on or before that entity’s signature date, including Claims relating to Jones’s

employment, compensation, service and separation, EXCEPT the matters preserved by Section

8(e), any additional Company-owned Claims specifically identified as reserved in Schedule

A.5, and other Claims expressly preserved by this Agreement. The defenses and limited remedies

preserved by Section 8(h) are not released. No release is made by any other person or in

a capacity the releasor lacks authority to bind.

d) Trust

release. On the Effective Date, Jones and the Trust release the Company Released Persons

from historical Claims based on the Loan and Franchise Rights, including the September 3,

2026 demands, subject to the replacement payment and enforcement rights in this Agreement.

The Trust gives no general employment, personal shareholder or beneficiary release. The Trust

Notes are discharged only under Section 6(d) upon actual payment; nothing in this Section

releases them before payment. The Trust’s release is limited to financial Claims actually

settled by Sections 4 through 6. No financial release cancels an unpaid obligation created

or preserved by this Agreement.

e) Reserved

Litigation Matters. “Reserved Litigation Matters” means all Company-owned

Claims asserted in, underlying, or arising from transactions or conduct at issue in Parker

LaChance v. TruGolf Holdings, Inc., et al., No. 2:26-cv-00695, United States District Court

for the District of Utah, including amended pleadings, related proceedings and appeals; any

other pending securities or shareholder proceeding identified in Schedule A; and related

derivative, contribution, indemnity, reimbursement, restitution, recovery and insurance rights.

These matters, including defenses and rights under existing indemnification arrangements,

remain unaffected by any release in this Agreement, including the release in Section 8(c).

No pending proceeding is settled, dismissed or compromised by this Agreement, and no judicial

approval is represented as having been obtained. The Company will continue to defend and

indemnify Jones, including his legal fees and expenses, in the Reserved Litigation Matters

on the terms of the existing indemnification and advancement arrangements preserved by Section

8(f), and that obligation is independent of the releases and survives the Effective Date.

No separate limitations period is extended or shortened.

Page 6 of 14

f) Other

preserved rights. No release waives ADEA rights or Claims preserved by Section 14; rights

to enforce this Agreement; accrued pay, reimbursable expenses and vested benefits preserved

by Section 2(b); ownership and ordinary rights in retained issued shares, subject to Section

9 and the release of historical personal Claims; Claims arising from conduct after the releasing

person’s signature date; or rights that cannot lawfully be waived, including applicable

unemployment, workers’ compensation and wage rights. Existing indemnification, advancement

and directors’ and officers’ insurance rights, and corresponding defenses and

conditions, survive on their existing terms; no release in this Agreement limits those rights,

and no Signatory releases Claims for their enforcement. No new indemnity, advancement obligation

or insurance coverage is created. No Signatory releases an independent third-party or governmental

Claim or commits anyone to refrain from reporting suspected unlawful conduct. This Agreement

provides no protection from criminal proceedings.

g) Finality

within the agreed scope. Each releasor understands that facts may later differ from those

presently understood and assumes that risk for Claims actually released. That understanding

does not enlarge a release, eliminate an express exception, waive protected rights under

Section 13, or defeat the Reserved Litigation Matters exclusion in Section 8(e). No admission

of misconduct, liability or the truth of any litigation allegation is made. The consideration

is not an admission of any Claim’s value or validity.

h) Preservation

of defenses and limited remedies. Notwithstanding any release or Section 16(f), Company

Released Persons retain all otherwise available defenses to Claims against them, including

ADEA Claims, and may rely on admissible evidence of pre-execution conduct, including alleged

misconduct and actual reasons for employment actions. This includes lawful defenses concerning

liability, causation, damages, mitigation, limitations and after-acquired evidence, without

changing their legal requirements. Rights to seek attorneys’ fees, costs and sanctions

remain as provided in Section 16(c), subject to Sections 13 and 14. This reservation does

not preserve affirmative Claims or counterclaims released under Section 8(c), create automatic

recoupment or setoff, impose repayment, forfeiture or another penalty for asserting unreleased

Claims or engaging in protected activity, or alter indemnification, advancement or insurance

rights preserved by Section 8(f).

9. Retained

Equity and Voting Commitments

a) Issued

shares and awards. Jones retains issued Company shares he owns, identified for administrative

confirmation in Schedule B, subject to governing securities, charter and contractual restrictions.

A clerical omission from that schedule does not forfeit an actually issued share. Except

an award expressly retained in Schedule B after reconciliation against the Term Sheet, all

unissued equity awards, options and rights or Claims to additional grants held by Jones are

surrendered and canceled on the Effective Date without additional payment. No new equity

is granted. No representation is made that retained shares are freely transferable or may

be sold while Jones possesses material nonpublic information.

Page 7 of 14

b) Covered

shares and period. “Covered Shares” means the Company’s Class B common

shares that Jones or a joining Trust holds with legal voting authority on or after the Effective

Date, including Class B shares acquired during the following period and adjustments to those

shares for stock splits or similar recapitalizations. The voting and transfer covenants run

from the Effective Date through its first anniversary (the “Support Period”).

Each holder undertakes them only to the extent of that holder’s lawful authority. Holdings

and voting authority will be confirmed in Schedule B.

c) Voting.

During the Support Period, each joining holder will cause its Covered Shares to be represented

for quorum purposes and voted at every shareholder meeting, including adjournments, in accordance

with the Company board’s then-current recommendations on matters presented for a vote.

If the board makes no recommendation, this covenant does not direct that vote. The holder

will not grant an inconsistent proxy or enter an inconsistent voting arrangement. No new

power to vote shares owned by a non-joining person is created.

d) Transfers.

During the Support Period, Covered Shares may not be sold. Any otherwise permitted private

transfer requires the transferee’s prior written agreement to the remaining voting

and transfer obligations, subject to governing law and existing restrictions. This provision

does not itself authorize a prohibited transfer. Required steps to give effect to the restriction

will be coordinated with Company counsel and the transfer agent.

e) Existing

third-party arrangements. This Agreement does not amend, revoke or create an additional

undertaking to perform any separate proxy or voting agreement with a third party. Any such

agreement remains governed by its own terms, subject to applicable law. No provision of this

Agreement creates an irrevocable proxy or continuing board membership or management authority.

The Signatories will identify any conflicting existing commitment in Schedule B before execution;

Section 9(c) does not require an unlawful vote or action.

10. Continuing

Restrictions and Company Property

a) Existing

covenants. The enforceable confidentiality, intellectual-property assignment, noncompetition

and non-solicitation obligations in Articles V and VI of the Employment Agreement, including

but not limited to those in Section 6, survive on their existing terms. Related definitions

and provisions necessary to apply them survive. Their original periods do not restart or

extend by execution of this Agreement; they run from the termination date applicable under

the existing obligations. No new restriction on competition, customers, territory or solicitation

is imposed by this Agreement. Sections 12 and 13 control over any inconsistent cooperation,

notice or protected-disclosure restriction.

b) Property

and records. Within five Business Days after execution, Jones will return Company property,

credentials and business records in his possession or control and reasonably assist in transferring

Company-controlled accounts. The Parties will use a protocol that preserves legal holds,

litigation evidence and Company information on personal devices without unnecessary access

to personal information. No relevant record will be deleted, altered or destroyed in violation

of a preservation duty, and Jones will continue to preserve evidence subject to any existing

legal hold. Jones may retain personal compensation and tax records, this Agreement and records

retained by his counsel as legally necessary, subject to continuing confidentiality and lawful

process.

Page 8 of 14

11. Mutual

Non-disparagement

a) Mutual

obligations. For three years after the Effective Date, Jones will not make disparaging

statements about the Company or its subsidiaries, businesses, products, directors or executive

officers. For the same period, the Company, Operating Company and Franchise Company will

not make disparaging statements about Jones in their authorized communications, and the Company

will instruct its directors and executive officers not to disparage Jones. The Company does

not guarantee private statements by every employee or other person.

b) Exceptions.

Notwithstanding anything to the contrary herein, this Section does not restrict truthful

testimony, truthful statements in legal or regulatory proceedings or investigations, legally

required disclosures, protected reporting or communications under Section 13, or confidential

communications with legal, tax or financial advisers. It does not require an inaccurate statement

or concealment of material facts. The Company’s securities disclosures remain governed

by Section 13.

12. Transition

Consulting and Required Cooperation

a) Requested

operational consulting. At the Company’s sole discretion, Jones will provide operational

transition consulting specifically requested and authorized in writing by the Company at

$100 per hour for actual time reasonably spent within the approved scope, supported by reasonable

time records. The Company is not obligated to request services, retain Jones for any minimum

period or provide guaranteed minimum hours. Jones will submit reasonable time records with

monthly invoices, payable within thirty days after receipt. He is an independent contractor

for these services with no management authority or employee benefits.

b) Uncompensated

cooperation. Separately, Jones will reasonably cooperate with Company requests concerning

transactions, audits, investigations, regulatory matters and litigation relating to his service,

including the Reserved Litigation Matters. Cooperation includes timely responses to correspondence,

information and document requests, identification and provision of Company records in his

possession or control, meetings with counsel, preparation for and attendance at depositions,

hearings and trials, and truthful testimony. The Company will give reasonable notice where

practicable and take reasonable account of Jones’s other commitments. Jones will preserve

relevant records and need not waive a personal privilege or protection.

c) No

consulting rate for legal cooperation. No consulting fee, hourly payment or other additional

compensation is due for cooperation under Section 12(b), regardless of how the work is described

or characterized. The $100 consulting rate does not apply to litigation preparation, testimony,

correspondence, investigations or other required cooperation. No payment depends on the content

of testimony, litigation outcome or a particular account of events. Payments required by

law and existing indemnification, advancement and insurance rights preserved by Section 8(f)

remain unaffected. Section 12 replaces any inconsistent transition-consulting arrangement

under the Employment Agreement.

13. Protected

Communications and Public Disclosures

a) Governmental

and other protected activity. Nothing in this Agreement or any continuing obligation

restricts any person from reporting possible violations of law, communicating directly with

the Securities and Exchange Commission, Equal Employment Opportunity Commission, law enforcement

or another governmental authority, filing a charge, providing documents or truthful information,

participating in an investigation or proceeding, or receiving a lawful whistleblower award.

No Company authorization or advance or subsequent notice is required. Jones may consult his

attorney, assert an unreleased ADEA Claim, and challenge the validity of any purported ADEA

waiver without a contractual penalty or tender-back requirement. Other nonwaivable protected

activity remains unrestricted.

Page 9 of 14

b) Trade

secret immunity notice. Federal law protects confidential disclosure of a trade secret

to a government official or attorney solely to report or investigate a suspected legal violation,

and disclosure in a sealed court filing. In a retaliation action for reporting a suspected

violation, an individual may disclose the information to counsel and use it in the proceeding

if filed under seal and otherwise disclosed only as the court permits. This notice is intended

to provide the immunity information required by 18 U.S.C. § 1833(b).

c) Company

disclosures. The Company may make filings, announcements and disclosures required by

law, securities rules, exchange requirements or legal process, and accurate disclosures reasonably

appropriate concerning Jones’s departure and this Agreement. Where practicable, counsel

will consult regarding the proposed departure announcement, but Jones has no approval or

veto right and required disclosure will not be delayed. No confidential-treatment commitment

covers information the Company must disclose. No statement will inaccurately characterize

the events, this Agreement’s effectiveness or the scope of any release.

14. Review

and Exclusion of ADEA Claims

a) Consideration

and advice. Jones is specifically advised in writing to consult an attorney before signing

and acknowledges that he has an opportunity to do so. The additional consideration resolves

disputed rights and includes benefits to which he would not otherwise indisputably be entitled.

No additional consideration is being paid for an ADEA waiver.

b) ADEA

rights excluded. Notwithstanding any other provision, no Signatory releases, waives,

settles or covenants not to sue on any ADEA right or Claim. This exclusion controls every

release, including financial releases. All applicable defenses, procedural requirements and

limitations periods remain unchanged; no admission of liability is made.

c) Effectiveness

and protected Claims. Section 1(b) governs effectiveness; no contractual consideration

or revocation period is conferred. Nonwaivable rescission rights and protections remain unaffected.

Asserting an unreleased ADEA Claim, challenging a purported ADEA waiver or engaging in activity

protected by Section 13 is not a breach and does not, by itself, authorize withholding payments,

repayment of consideration or revival of released Claims. Sections 8(h) and 16(c) preserve

only the defenses and remedies stated there.

d) Knowing

agreement. Jones acknowledges that he has read and understands this Agreement, including

the express exclusion of ADEA rights and Claims, and signs knowingly and voluntarily. Nothing

requires a representation that he has not communicated with a government agency. The Trust

signs only in its stated capacity and does not purport to waive an individual beneficiary’s

statutory employment rights.

15. Taxes

and Required Recovery

a) Tax

treatment. Each recipient is responsible for taxes imposed on that recipient. The Company

may make legally required withholding and reporting. The Signatories intend bona fide Loan

and Trust Notes principal repayments and the Franchise Rights purchase price to retain their

appropriate character and be accounted for separately from severance, interest and consulting

compensation; labels do not override applicable law. No tax result or gross-up is promised.

b) Section

409A. Compensation will be administered to qualify for applicable exemptions from, or

otherwise comply with, Section 409A of the Internal Revenue Code. Payments that are subject

to that section and triggered by separation from service require a separation within its

meaning. If Jones is a specified employee and a six-month delay is legally required for a

particular payment, only that payment will be delayed to the earliest permitted date, with

accumulated amounts then paid. Jones may not select the tax year of a payment. Any release-related

payment subject to Section 409A for which the permitted payment period spans two tax years

will be paid in the later year to the extent required. Reimbursements will comply with applicable

Section 409A timing and nonexchange rules. These provisions do not postpone bona fide debt

principal or asset-purchase payments that are not deferred compensation, including the Trust

Payoff Amount, the Loan repayment and the Buyback Price.

Page 10 of 14

c) Other

mandatory limits. Any otherwise applicable limitation under Section 9.12 of the Employment

Agreement concerning Sections 280G and 4999 of the Internal Revenue Code remains effective

to the extent relevant to compensation under this Agreement. Compensation remains subject

to recovery required by applicable law, securities or exchange rules, and applicable Company

recovery policies. No release eliminates a mandatory clawback. No new discretionary forfeiture

of debt principal or the Buyback Price is created; the Loan, Buyback Price and Trust Payoff

Amount are not subject to discretionary offset or reduction except as provided in Section

7(d).

16. General

Provisions

a) Governing

law. Utah law governs the contractual obligations without its choice-of-law rules. Nevada

law governs the internal affairs of the Company. Mandatory federal law and any law governing

the internal affairs of another entity remain applicable.

b) Disputes

and relief. Existing enforceable arbitration provisions in Article VIII of the Employment

Agreement continue to govern disputes between Jones and the relevant Company entities to

the extent within their lawful scope. This Agreement does not compel arbitration of the Reserved

Litigation Matters, alter any pending court proceeding or bind a non-signatory to arbitration.

Other disputes under this Agreement may be brought in state courts in Salt Lake County, Utah,

or the United States District Court for the District of Utah, if jurisdiction exists. Each

applicable Signatory consents to that jurisdiction and venue. Equitable relief remains available

where its legal requirements are met; no automatic injunction or waiver of judicial standards

is created.

c) Fees

and remedies. Each side bears its own negotiation and preparation fees. Enforcement fees

and remedies remain governed by applicable law and any expressly preserved agreement; except

for the acceleration, cross-default and collateral rights expressly provided in Sections

4(e), 5(f) and 6(e), no new prevailing-party fee entitlement, automatic acceleration or cross-default

is created. Subject to Sections 13 and 14, the releases preserve rights to seek defense attorneys’

fees, costs or sanctions independently authorized by applicable law, including in an ADEA

proceeding. Filing suit, challenging a release or prevailing does not alone establish entitlement;

the applicable legal standard must be met. Failure or delay in enforcement is not a waiver.

A waiver must be written and applies only as stated.

d) Notices.

Notices must be in writing and delivered by personal delivery, tracked overnight courier

or email to the notice contacts in Schedule A, with copies to counsel as listed there. An

email notice is effective upon a nonautomated acknowledgment of receipt. A courier notice

is effective upon delivery. A Signatory may update its contact by notice. Payment instructions

will be independently verified and will not be changed solely through an unverified email.

e) Successors

and assignment. This Agreement binds permitted successors and assigns. The Company will

require a successor to substantially all its business or assets to assume any obligation

not assumed by operation of law; no assignment releases an existing obligor without the affected

creditor’s written consent. Jones may not assign personal duties. Financial rights

may be directed or assigned to the Trust only as documented under Section 7; another assignment

requires the affected obligor’s written consent. No assignment expands a release or

binds an independent rights holder without authority.

Page 11 of 14

f) Entire

agreement and amendments. This Agreement, its completed schedules and Exhibit C constitute

the entire agreement among the Signatories concerning the subject matter of this Agreement

and supersede all prior and contemporaneous understandings, representations, warranties,

negotiations, discussions, correspondence, the Term Sheet and any earlier term sheets, settlement

communications and agreements, whether oral or written, between or among any of them relating

to that subject matter that were made or occurred before the Effective Date. No prior statement,

representation, understanding, negotiation or agreement relating to the subject matter of

this Agreement will have any legal effect or be admissible to vary, contradict or supplement

this Agreement, except the existing provisions expressly preserved here. No oral promise

modifies this Agreement. An amendment requires a writing signed by the Signatories whose

rights or obligations it changes, together with required corporate approvals. The continuing

Employment Agreement provisions are incorporated only to the extent expressly preserved and

yield to an express provision of this Agreement.

g) Severability

and interpretation. An unenforceable provision will be limited or severed only to the

extent permitted by law while preserving the remaining lawful bargain. Severability does

not authorize a court to create an ADEA waiver that this Agreement expressly excludes. The

Signatories participated through counsel, and no presumption against a drafter applies. “Including”

is illustrative; days are calendar days unless stated otherwise. Headings do not alter meaning.

Company Released Persons may enforce releases and protections expressly granted to them;

no other third-party beneficiary is created.

h) Counterparts

and signatures. This Agreement may be signed in counterparts and by authenticated electronic

signature, each treated as an original and together one agreement. The Signatories intend

to be bound according to the express effectiveness provisions. Bracketed execution information

and schedules must be completed before signing. No person signing solely for an entity or

as trustee assumes an individual guaranty or an independent personal obligation by that signature.

[Signature

Page Follows]

Page 12 of 14

The

Signatories sign in the capacities and for the purposes stated in this Agreement. Each signature is dated when actually made.

TRUGOLF HOLDINGS, INC.

By:

/s/ Steven Passey

Name:

Steven Passey

Title:

Chief Financial Officer

Date:

9/22/2026

CHRISTOPHER JONES

Signature:

/s/ Christopher Jones

Date:

9/22/2026

TRUGOLF, INC. - LIMITED JOINDER

By:

/s/ Steven Passey

Name and title:

Steven Passey, CFO

Date:

9/22/2026

TRUGOLF LINKS FRANCHISING, LLC - LIMITED JOINDER

By:

/s/ Steven Passey

Name and title:

Steven Passey, CFO

Date:

9/22/2026

THE AUDREE REDD JONES TRUST - LIMITED JOINDER

By:

/s/ Christopher Jones

Christopher Jones, solely as trustee

Date:

9/22/2026

By:

/s/ Audree Jones

Audree Jones, solely as trustee

Date:

9/22/2026

Page 13 of 14

Exhibit

C Resignation

C.1. To

the board of directors of TruGolf Holdings, Inc. and the governing bodies of its subsidiaries:

C.2. I,

Christopher Jones, resign from all employment and all officer, director and committee positions

I hold with TruGolf Holdings, Inc. and its subsidiaries, effective September 22, 2026, at

9 p.m. Mountain Time. This resignation ends my authority to act for, bind, or direct those

entities in any such capacity. My resignation from the TruGolf Holdings, Inc. board was not

a result of any disagreement with the Company on any matter relating to the Company’s operations,

policies or practices.

C.3. This

resignation is independent of the effectiveness of any release of claims. Any invalidity

of a release does not withdraw this resignation. This instrument does not itself release

any claim or waive any payment, indemnification, advancement, insurance or retained-share

right.

Christopher

Jones:

/s/ Christopher Jones

Date

signed:

9/22/2026

Page 14 of 14

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