TruBridge, Inc.

false 0001169445 --12-31 0001169445 2026-07-09 2026-07-09 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): July 9, 2026 TRUBRIDGE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41992 74-3032373 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 54 St. Emanuel Street , Mobile , Alabama 36602 (Address of Principal Executive Offices) (Zip Code) (251) 639-8100 (Registrant’s telephone number, including area code) N/A (Former Name or Former Address, if Changed Since Last Report) 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: ☐ 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, $0.001 Par Value TBRG 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 ☐ If 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. ☐ Introductory Note On July 9, 2026 (the “ Closing Date ”), Inventurus Knowledge Solutions, Inc., a Delaware corporation (“ Parent ”), completed the previously announced acquisition of TruBridge, Inc., a Delaware corporation (the “ Company ”), pursuant to the Agreement and Plan of Merger, dated as of April 23, 2026 (the “ Merger Agreement ”), by and among the Company, Parent, IKS Next Horizon, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Merger Sub ”), and, solely for certain limited purposes as specified therein, Inventurus Knowledge Solutions Limited, an Indian public limited company (“ TopCo ”). Pursuant to the terms of the Merger Agreement, on the Closing Date, Merger Sub merged with and into the Company (the “ Merger ”), with the Company surviving as a wholly owned subsidiary of Parent (the “ Surviving Corporation ”). Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “ Effective Time ”), each share of common stock, par value $0.001 per share, of the Company (the “ Company Common Stock ”) issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock owned by Parent, Merger Sub, the Company or any of their respective wholly-owned subsidiaries, other than shares held in a fiduciary, representative or other capacity on behalf of third parties (whether or not held in a separate account), and (ii) shares of Company Common Stock owned by stockholders of the Company who have properly demanded and not withdrawn or otherwise waived or lost such right to appraisal under Delaware law (collectively, “ Excluded Shares ”)) was converted into the right to receive $26.25 per share in cash, without interest (the “ Per Share Merger Consideration ”). The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Merger Agreement and the transactions contemplated thereby, including the Merger, were previously described in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “ SEC ”) by the Company on April 23, 2026 and the definitive proxy statement filed with the SEC by the Company on June 4, 2026 (the “ Proxy Statement ”). Item 1.02 Termination of a Material Definitive Agreement. In connection with the consummation of the Merger, on the Closing Date, the Company paid off all outstanding indebtedness and other amounts required to be paid at payoff in respect of obligations owing, and terminated the commitments, under that certain Amended and Restated Credit Agreement, dated as of November 25, 2025, by and among the Company and certain of its subsidiaries, as guarantors, certain lenders named therein, and Regions Bank, as administrative agent and collateral agent (the “ Credit Agreement ”). In connection with the termination of the Credit Agreement, on the Closing Date, all outstanding obligations for principal, interest and fees and other amounts required to be paid at payoff under the Credit Agreement were paid off in full and all guarantees and liens securing obligations under the Credit Agreement were terminated and released. Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. Pursuant to the Merger Agreement, at the Effective Time, equity-based awards outstanding under the Company’s Amended and Restated 2019 Incentive Plan and Second Amended and Restated 2019 Incentive Plan immediately prior to the Effective Time were subject to the following treatment: • any vesting conditions applicable to each outstanding restricted stock award (each, a “ Company RSA ”) automatically accelerated in full, and such Company RSA was converted into the right to receive, with respect to each share of Company Common Stock subject to such Company RSA (subject to any proration as set forth in an applicable award agreement), the Per Share Merger Consideration (less applicable taxes required to be withheld) and cancelled pursuant to the Merger Agreement; and • any performance conditions applicable to each outstanding performance share award (each, a ” Company PSA ”) automatically ceased to apply, and such Company PSA was converted into the right to receive, with respect to each share of Company Common Stock subject to such Company PSA (subject to any proration as set forth in an applicable award agreement), the Per Share Merger Consideration (less applicable taxes required to be withheld) and cancelled pursuant to the Merger Agreement, provided that the number of shares of Company Common Stock subject to each such Company PSA immediately prior to the Effective Time was determined based on actual performance through the Effective Time (or, if actual performance was not reasonably determinable, target performance). Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth in the Introductory Note and Items 2.01 and 3.03 of this Current Report on Form 8-K is incorporated herein by reference. In connection with the consummation of the Merger, the Company notified the Nasdaq Global Select Market (“ NASDAQ ”) that, at the Effective Time, each outstanding share of Company Common Stock (other than Excluded Shares) was converted into the right to receive the Per Share Merger Consideration and requested that NASDAQ withdraw the listing of the Company Common Stock. The Company requested that NASDAQ file a notification of removal from listing and/or registration on Form 25 with the SEC with respect to the delisting of the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). The Company Common Stock ceased trading prior