Announcement
2026-01-05
First SEC disclosure
Meeting / Vote
2026-02-17
COMPLETED
Effective
2026-03-10
Legal effective date
Market Cap
$2M
At announcement
Why this firm matters
Standard cohort firm (Completed). Included for breadth across destinations and sectors.
Vote outcome — reincorporation proposal
Approval standard: majority of voting power of outstanding shares entitled to vote (written consent under DGCL §228 or state equivalent). Meeting type: annual.
Vote totals not yet pulled. Awaiting EDGAR Item 5.07.
Event-study abnormal returns — announcement window
Returns around the announcement date.
Event date: 2026-01-05 · Estimation window: 2025-01-21 to 2026-01-02 (240 days)
| Specification | Day-0 AR | Inference |
|---|---|---|
| Synthetic control (19-donor Consumer Discretionary peer pool)i | +5.38% | no inference |
| Market model (SPY benchmark)i | +6.38% | Patell-z p-value = 0.436 |
| Sector-augmented model (SPY + Consumer Discretionary ETF (XLY)) HEADLINEi | +5.91% | Patell-z p-value = 0.470 |
| Matched pair (vs HD, market-model-adjusted)i | +7.19% | two-sided p-value = 0.384 |
| Raw differential vs HDi | +6.43% | no inference |
Robustness checks — does the headline result hold up?
Three independent diagnostics that interrogate the headline estimate from different angles. All three pointing the same way = high confidence in the result.
- Pre-event drift check: the firm's daily abnormal return drifted by -0.0061% per day in the pre-event window (p = 0.434). no detectable pre-event drift ✓. — A near-zero slope means the pre-event period was stable, so the day-0 reaction is not contamination from a pre-existing trend.
- Donor co-movement check: 12 of 19 peer firms moved in the same direction as the treated firm on the event day (binomial p = 0.3593). — A high concordance means the day was driven by industry-wide news rather than something firm-specific. A low concordance means the firm moved differently from peers (potential firm-specific signal).
- Synthetic-control fit quality: pre-event correlation between the firm and its synthetic twin = -0.069 (weak tracking — interpret with caution); R² = -5.449 (fraction of pre-event variance explained); Durbin-Watson = 2.31 (no autocorrelation). — Higher correlation + higher R² + Durbin-Watson near 2 means the synthetic peer was a good match before the event, so the post-event gap is interpretable.
Event-study abnormal returns — vote window
Returns around the shareholder-vote (or written-consent) date.
Event date: 2026-03-10 · T0 source: actual_effective_date_iso · Estimation window: trailing 240 days; 240 valid after NaN drop
| Specification | Day-0 AR | Inference |
|---|---|---|
| Market model (SPY benchmark) HEADLINEi | -3.62% | Patell-z p-value = 0.678 |
Long-run abnormal returns & pooled estimates
Buy-and-hold abnormal returns (1 / 3 / 6 / 12 months) and calendar-time portfolio alpha (CTE) post-effective.
No long-run / pooled estimates available for this firm yet — run phase5z_compute_longrun.py on Windows to populate (requires effective date ≥ 3 months ago).
Cohort-level robustness battery
Heckman selection-corrected ATE · Romano-Wolf step-down + BH FDR · pooled BHAR. This firm's reading is shown in context of the full cohort.
Heckman two-step selection correction (controlled-vs-widely-held)
Cohort ATE = +0.94% (SE = 7.06%, n = 2395) after correcting for controller-status selection (inverse Mills ratio = -0.062).
Romano-Wolf step-down + Benjamini-Hochberg FDR (n = 47)
This firm: raw p = 0.470, Romano-Wolf adjusted p = 1.000, BH-FDR adjusted p = 0.966. Multiple-hypothesis correction is computed across the full cohort to control family-wise error rate at alpha = 0.05.
Pooled cohort BHAR (mover firms only)
BHAR_63d: mean = -5.60% (SE = 22.11%, n = 3, p = 0.499) · BHAR_126d: mean = +17.33% (SE = 41.17%, n = 3, p = 0.774)
See Cohort event study → for the full battery and forest plots.
Nevada Statutory Disclosures
Nevada Revised Statutes (NRS) governance provisions relevant to Delaware→Nevada redomestications. Five sections summarized; each links to the Nevada Legislature’s authoritative NRS text. Counterpart to the Texas § 21.552 / § 21.373 panel for TX-destination firms.
Codifies the business-judgment rule and limits monetary liability of directors and officers absent breach of loyalty, intentional misconduct, fraud, or knowing violation of law. Stronger statutory shield than DGCL § 102(b)(7) on its face; charter opt-out / carve-out is firm-specific.
PENDING VERIFICATION
Adoption with carve-out by TruGolf Holdings, Inc.: primary-source verification pending; canonical record not yet populated.
Broad permissive indemnification statute; covers expenses, judgments, fines, and amounts paid in settlement for any action by reason of service as director or officer, subject to good-faith standard. Charter / bylaw uptake is firm-specific.
PENDING VERIFICATION
TruGolf Holdings, Inc. indemnification provisions pending charter / bylaw extraction.
Nevada's control-share acquisition statute (anti-takeover): voting rights of shares acquired in a “control-share acquisition” are extinguished absent disinterested-shareholder approval. Opt-out is by charter or bylaw amendment; default is opt-in for Nevada corporations meeting the statute's coverage thresholds.
PENDING VERIFICATION
TruGolf Holdings, Inc. opt-in / opt-out status pending charter or bylaw verification.
Nevada's business-combination statute (anti-takeover): for two years post-acquisition, a Nevada corporation may not engage in a “combination” with a 10%+ interested stockholder unless the board pre-approved the transaction. Charter opt-out available.
PENDING VERIFICATION
TruGolf Holdings, Inc. opt-in / opt-out status pending charter verification.
Authorizes conversion of a foreign business entity into a Nevada domestic entity by filing articles of conversion. The Nevada analog to DGCL § 266 (Delaware) and TBOC §§ 10.101–108 (Texas). Where used, the firm's redomestication is a true legal-entity conversion rather than a reverse-triangular merger.
PENDING VERIFICATION
Mechanism (§ 92A.135 conversion vs. merger-with-NV-sub) pending primary-source verification.
Primary-source pending. Where badges read “PENDING VERIFICATION,” the firm-specific adoption posture (e.g., charter carve-outs to NRS § 78.138, opt-outs from NRS §§ 78.378–3793 or 78.411–444) has not yet been extracted from the firm’s amended-and-restated articles or proxy materials. The presence of a Nevada incorporation alone does not establish adoption of every provision; opt-outs are charter-level facts.
Source filings
Primary-source documents on SEC EDGAR plus IR / search links.
- IR — https://investors.trugolf.com/
- EDGAR — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001857086&type=&dateb=&owner=include&count=40
- Proxy — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001857086&type=DEF+14A&dateb=&owner=include&count=40
- 8-K Item 5.07 (vote) ·
0001493152-26-007325— filing → - EDGAR accession (canonical) —
0001493152-26-010064 - Note. Jan 26, 2026 proxy; shareholder approval Feb 17, 2026; effective Mar 10, 2026
Classification & audit trail
Bucket
B2
Panel eligibility
PANEL_A_post_SB29
Audit status
NEEDS_ACCESSION | PATCHED_v6-rev77_2026-05-24_wave1b_audit_fixes: per firm_roster_audit_2026-05-24.md + batch summaries
Source confidence
VERIFIED_EFFECTIVE
Transaction status
COMPLETED
Audit notes
[2026-04-28] Phase 4I: replaced Google-search IR fallback with direct URL https://investors.trugolf.com/
[ORIGINAL_ACCESSION_FIELD_TEXT] Jan 26, 2026 proxy; shareholder approval Feb 17, 2026; effective Mar 10, 2026
[2026-04-28] phase5e: no canonical accession found in raw value 'Jan 26, 2026 proxy; shareholder approval Feb 17, 2026; effective Mar 10, 2026'; original narrative moved to audit_notes; edgar_accession_canonical cleared and audit_status flagged NEEDS_ACCESSION for manual EDGAR pull
[2026-04-29] phase5l: TRUG CIK corrected from 1861560 to 1857086 per EDGAR (all TruGolf Holdings filings are filed under CIK 1857086); meeting_date_iso corrected 2026-03-05 -> 2026-02-17 per uploaded 8-K Items 3.03/5.03 text 'on February 17, 2026 at the Annual Meeting'; vote_source_8k applied (was deferred as TRUG_CIK_MISMATCH); NEEDS_VOTE_SOURCE marker removed
[2026-04-29] phase5l: redomestication-effective 8-K (Items 3.03 + 5.03, signed March 13 2026, effective March 10 2026) uploaded by user as primary source for actual_effective_date_iso=2026-03-10; companion DEF 14A acc 0001493152-26-003630 at https://www.sec.gov/Archives/edgar/data/1857086/000149315226003630/formdef14a.htm
[2026-04-29] phase5r: bucket 'C' -> 'B2' (DE->NV effective 2026-03-10 >= SB29 -> bucket B2)
[2026-04-29] phase5t: row independently validated by external Reviewer A; bucket and key dates match current dataset (v3.55)
[2026-04-29] phase5u: row independently validated by external Reviewer (full-residual pass, 78/276 substantive answers); validations applied: V_DATE_ANN=CONFIRM; primary-source URLs all under https://www.sec.gov/Archives/
[2026-04-29] phase5v: row independently re-validated by external Reviewer (Round 4 full-residual pass, 85/276 substantive); all bucket and pending-status conclusions match v3.57
[2026-04-29] phase5w: comprehensive validation by external reviewer across tranches v5 (4-version full residual walk, 269 substantive answers across 52 firms, 0 bucket drifts vs v3.58)
[2026-04-29] v3.75: written-consent transaction; approval_pct NULL by design per protocol §3.7. Standard derived from DGCL §228. Per-firm consent threshold pincite pending PRE 14C / 8-K review.
[2026-04-29] v3.75: written-consent transaction; approval_pct NULL by design per protocol §3.7. Standard derived from DGCL §228. Per-firm consent threshold pincite pending PRE 14C / 8-K review.
Related firms
Use these for cross-firm sanity checks — peers in size, sector, or destination.
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