TruBridge, Inc.

PREM14A 1 d12788dprem14a.htm PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 TRUBRIDGE, INC. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☐ No fee required ☐ Fee paid previously with preliminary materials ☒ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Table of Contents PRELIMINARY PROXY MATERIALS – SUBJECT TO COMPLETION, DATED MAY 21, 2026 54 St. Emanuel Street Mobile, Alabama 36602 [●], 2026 To the Stockholders of TruBridge, Inc., You are cordially invited to attend a special meeting of the stockholders of TruBridge, Inc. (the “Company” or “TruBridge”) to be held virtually on [●], [●], 2026 at [●] a.m. Central Time (the “Special Meeting”) at www.virtualshareholdermeeting.com/TBRG2026SM , subject to any adjournments or postponements thereof. At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of April 23, 2026 (as may be amended or modified from time to time in accordance with its terms, the “Merger Agreement”), by and among TruBridge, Inventurus Knowledge Solutions, Inc., a Delaware corporation (“IKS”), IKS Next Horizon, Inc., a Delaware corporation and wholly owned subsidiary of IKS (“Merger Sub”), and solely for certain limited purposes as specified therein, Inventurus Knowledge Solutions Limited, an Indian public limited company (“TopCo”). Subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into TruBridge (the “Merger”) and TruBridge will survive the Merger as a wholly owned subsidiary of IKS. Also on April 23, 2026, the Company entered into a support agreement with each of (a) Pinetree Capital Ltd., a Company stockholder (“Pinetree”), and L6 Holdings Inc., a Company stockholder (“L6,” and such agreement, the “Pinetree and L6 Support Agreement”), and (b) Ocho Investments LLC, a Company stockholder (“Ocho,” and such agreement, the “Ocho Support Agreement,” and, together with the Pinetree and L6 Support Agreement, the “Support Agreements,” with each of L6, Pinetree and Ocho collectively, the “Specified Stockholders”), pursuant to which each Specified Stockholder agreed to, among other things, vote its shares of TruBridge common stock, par value $0.001 per share (“Common Stock”), in favor of (i) the Merger and the adoption of the Merger Agreement and (ii) each of the other actions contemplated by the Merger Agreement, among other things. As of the close of business on [●], 2026, there were [●] shares of Common Stock subject to the Support Agreements. The Common Stock subject to the Support Agreements represents approximately [●]% of the outstanding voting power of Company capital stock as of [●], 2026. We expect that a similar number of shares subject to the Support Agreements will be outstanding and entitled to vote at the Special Meeting as of the close of business on [●], 2026, the record date for the Special Meeting (the “Record Date”). If the Merger is completed, our holders of Common Stock will have the right to receive $26.25 in cash, without interest and subject to any applicable withholding taxes, for each share of Common Stock, other than Excluded Shares (as defined in the accompanying proxy statement), that they own immediately prior to the Effective Time (the “Effective Time”). Our Common Stock is listed on the Nasdaq Global Select Market (“NASDAQ”) under the symbol “TBRG.” The closing price of our Common Stock on NASDAQ on [●], 2026, the most recent practicable date prior to the date of the accompanying proxy statement, was $[●] per share. The board of directors of TruBridge (the “Board”) has reviewed and considered the terms and conditions of the Merger and unanimously (i) approved the Merger Agreement, the Support Agreements, the Merger and the transactions contemplated by the Merger Agreement, (ii) declared advisable the Merger Agreement, the Merger and the transactions contemplated by the Merger Agreement, (iii) determined that the Merger Agreement, the Support Agreements, the Merger and the transactions contemplated by the Merger Agreement are fair to, and in the best interests of, TruBridge and its holders of Common Stock (other than Excluded Shares that are not Dissenting Shares (as defined in the accompanying proxy statement)), (iv) resolved to recommend that the Company’s stockholders entitled to vote adopt the Merger Agreement, and (v) directed that the Merger Table of Contents Agreement be submitted to the Company’s stockholders for their adoption. The Board made its determination after considering a number of factors more fully described in the accompanying proxy statement. Approval of the proposal to adopt the Merger Agreement (the “Merger Proposal”) requires the affirmative vote of the holders of a majority of the outstanding shares of our Common Stock entitled to vote thereon at the Special Meeting. T he Board unanimously recommends that you vote “FOR” the proposal to adopt the Merger Agreement . At the Special Meeting, stockholders will also be asked to vote on a proposal to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to TruBridge’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement (the “Named Executive Officer Merger-Related Compensation Proposal”), as required by the U.S. Securities and Exchange Commission (the “SEC”). Approval of the Named Executive Officer Merger-Related Compensation Proposal requires the affirmative vote of the holders of the majority of the votes cast at the Special Meeting. The Board unanimously recommends that you vote “FOR” the Named Executive Officer Merger-Related Compensation Proposal. The Board is soliciting your proxy to ensure that a quorum is present and that your shares are represented and voted at the Special Meeting and any postponement or adjournment thereof. If your shares are held in “street name,” you should instruct your broker, bank or other nominee how to vote your shares on each proposal in accordance with your voting instruction form. The Merger cannot be completed unless TruBridge stockholders adopt the Merger Agreement. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the Special Meeting, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Special Meeting. If you attend the Special Meeting and vote in person (including virtually) during the meeting, your vote by ballot will revoke any proxy previously submitted. If you are a stockholder of record and you do not sign and return your proxy or attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “ AGAINST ” the Merger Proposal, but will have no effect on the outcome of the Named Executive Officer Merger-Related Compensation Proposal, assuming that a quorum exists. If you are the beneficial owner of shares held in “street name” and fail to instruct your broker, bank or other nominee how to vote your shares, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. Your broker, bank and other nominee will not be permitted to vote those shares on either of