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): ~~May 8~~June 25, 2025

TRUBRIDGE, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-41992	74-3032373
(Stateof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

54 St. Emanuel Street, Mobile, Alabama 36602

(Address of Principal Executive Offices, including Zip Code)

(251) 639-8100

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		TradingSymbol(s)		Name of each exchangeon which registered
Common Stock, par value $.001 per share		TBRG		The NASDAQ Stock Market LLC

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 communication 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, par value $.001 per share	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. ☐

Item 54.0201 ~~Departure~~Changes ofin ~~Directors~~Registrant’s orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Accountant.

~~The Board of Directors~~ (~~the “Board”) of TruBridge, Inc. (the “Company”) adopted~~ a ~~second amendment and restatement of the TruBridge, Inc. 2019 Incentive Plan (as amended and restated, the “Second Amended and Restated 2019 Incentive Plan”~~) Dismissal ~~on February 4, 2025, subject to stockholder approval at the Company’s 2025 Annual Meeting~~ of ~~Stockholders~~Independent onRegistered ~~May 8,~~Public ~~2025~~Accounting ~~(the~~Firm “2025 Annual Meeting”). The Company’s stockholders approved the Second Amended and Restated 2019 Incentive Plan at the 2025 Annual Meeting, as described under Item 5.07 below. The Second Amended and Restated 2019 Incentive Plan increases the number of shares of the Company’s common stock available for issuance under the Company’s 2019 Incentive Plan by 1,850,000 shares.

AOn ~~detailed~~June 25, ~~description~~2025, of the ~~Second~~Audit ~~Amended~~Committee ~~and~~(the ~~Restated~~“Audit ~~2019~~Committee”) ~~Incentive~~of ~~Plan~~the ~~was~~Board ~~set~~of ~~forth~~Directors inof ~~Proposal 3~~TruBridge, inInc. (the “Company’s”) ~~Definitive~~dismissed ~~Proxy~~Grant ~~Statement~~Thornton onLLP ~~Schedule~~(“Grant ~~14A~~Thornton”) ~~filed~~as ~~with~~ the ~~Securities~~Company’s ~~and~~independent ~~Exchange~~registered ~~Commission~~public onaccounting ~~March 26~~firm, ~~2025~~effective ~~(the~~immediately. ~~“2025~~Grant ~~Proxy~~Thornton’s ~~Statement”),~~reports ~~which~~on ~~description~~the isCompany’s ~~incorporated~~consolidated ~~herein~~financial bystatements ~~reference~~for ~~and~~the isfiscal ~~qualified~~years inended ~~its~~December 31, ~~entirety~~2023 byand ~~reference~~December 31, to2024 ~~the~~did ~~Second~~not ~~Amended~~contain ~~and~~an ~~Restated~~adverse ~~2019~~opinion ~~Incentive~~or ~~Plan,~~ a ~~copy~~disclaimer of ~~which~~opinion isand ~~attached~~were asnot ~~Exhibit~~qualified ~~10.1~~or tomodified ~~this~~as ~~Current~~to ~~Report~~uncertainty, onaudit ~~Form 8-K~~scope, ~~and~~or ~~incorporated~~accounting ~~herein by reference~~principles.

~~Item~~Grant 5Thornton’s report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 contained an adverse opinion due to the existence of a material weakness in internal control over financial reporting related to the Company’s procedures for processing customer contract changes and terminations and issuing credits to customers, as disclosed in the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2024 (the “2023 Form 10-K”).03 ~~Amendments~~Grant Thornton’s report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 contained an adverse opinion due to ~~Articles~~the existence of ~~Incorporation~~a ormaterial ~~Bylaws;~~weakness ~~Change~~in internal control over financial reporting related to the Company’s revenue processes, as disclosed in ~~Fiscal~~the ~~Year~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 17, 2025 (the “2024 Form 10-K”).

OnDuring ~~May~~the fiscal years ended December 831, ~~2025~~2023 and December 31, 2024 and the ~~Company~~subsequent ~~held~~interim ~~the~~period through June 25, 2025, ~~Annual~~there ~~Meeting~~were no (i) “disagreements,” atas ~~which~~defined in Item 304(a)(1)(iv) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the related instructions thereto, between the Company and Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Grant Thornton’s ~~stockholders~~satisfaction, ~~voted~~would have caused Grant Thornton to ~~approve~~make reference to the ~~Second~~subject ~~Amendment~~matter (of the disagreements in connection with its reports on the Company’s consolidated financial statements for such years, or (ii) “~~Declassification~~reportable ~~Amendment~~events,” as defined in Item 304(a)(1)(v) toof Regulation S-K under the Exchange Act, except that each of Grant Thornton’s reports on the effectiveness of the Company’s ~~Certificate~~internal control over financial reporting as of ~~Incorporation~~December 31, to2023 ~~declassify~~and December 31, 2024 contained an adverse opinion on the ~~Board~~effectiveness of the Company’s internal control over financial reporting due to the existence of a material weakness, ~~beginning~~as described above and in the 2023 Form 10-K and 2024 Form 10-K. The Audit Committee discussed the subject matter of each of these reportable events with Grant Thornton, and the Company’s ~~2026~~has ~~Annual~~authorized ~~Meeting~~Grant Thornton to respond fully to the inquiries of ~~Stockholders~~the (successor accountant concerning the ~~“2026~~subject ~~Annual~~matter ~~Meeting”)~~of each of these reportable events.

AThe ~~detailed~~Company ~~description~~provided ofGrant ~~the~~Thornton ~~Declassification~~with ~~Amendment~~a ~~was~~copy ~~set~~of ~~forth in Proposal 2 in~~ the ~~2025~~above ~~Proxy~~disclosures ~~Statement,~~and ~~which~~requested ~~description~~that isGrant ~~incorporated~~Thornton ~~herein~~furnish bythe ~~reference~~Company ~~and~~with isa ~~qualified~~letter inaddressed ~~its entirety by reference~~ to the ~~Second~~SEC ~~Certificate~~stating ofwhether ~~Amendment~~or tonot ~~Certificate~~it ofagrees ~~Incorporation~~with (the ~~“Second~~statements ~~Certificate~~made ofabove. ~~Amendment”),~~Attached ahereto ~~copy of which is attached~~ as Exhibit 316.1 tois ~~this~~a ~~Current~~copy ~~Report~~of onGrant ~~Form~~Thornton’s ~~8-K~~letter, ~~and~~dated ~~incorporated~~July 1, ~~herein by reference. The Board previously approved the Declassification Amendment~~2025, ~~and~~stating that it ~~became~~is ~~effective~~in ~~upon~~agreement ~~filing the Second Certificate of Amendment~~ with the ~~Delaware~~statements ~~Secretary of State on May 8, 2025~~above.

~~Item~~(b) Engagement ~~5.07 Submission~~ of ~~Matters~~Independent toRegistered aPublic ~~Vote~~Accounting ofFirm ~~Security Holders.~~

~~The~~On June 25, 2025, ~~Annual~~the ~~Meeting~~Audit ~~was~~Committee ~~held~~approved onthe ~~May 8,~~engagement ~~2025.~~of ~~Summarized~~KPMG ~~below~~LLP ~~are~~(“KPMG”), ~~descriptions~~effective ofimmediately, as the ~~matters~~Company’s ~~voted~~independent onregistered atpublic ~~the~~accounting ~~2025~~firm ~~Annual~~for ~~Meeting and~~ the ~~final~~fiscal ~~results~~year ofending ~~such~~December 31, ~~voting:~~2025.

~~Proposal~~During 1the -fiscal ~~Election~~years ofended ~~Directors.~~December 31, ~~The~~2023 ~~stockholders~~and ~~elected~~December 31, ~~each~~2024 ofand the ~~director~~subsequent ~~nominees~~interim toperiod ~~serve~~through asJune 25, a2025, ~~director~~neither ~~until~~the Company nor anyone on its behalf consulted with KPMG regarding (i) the ~~2026~~application ~~Annual~~of ~~Meeting~~accounting ~~and~~principles ~~until~~to a ~~successor~~specified ~~has~~transaction, ~~been~~either ~~duly~~completed ~~elected~~or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and ~~qualified.~~neither ~~The~~a ~~four~~written ~~nominees~~report ~~were~~nor ~~current~~oral ~~Class II~~advice ~~directors~~was ofprovided to the Company ~~who~~that ~~were~~KPMG ~~re-elected.~~concluded ~~The~~was ~~result~~an ofimportant factor considered by the ~~vote~~Company ~~taken~~in atreaching a decision as to the ~~2025~~accounting, ~~Annual~~auditing, ~~Meeting~~or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” (as ~~follows:~~defined in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).

Name	Votes For	Votes Against	Abstentions	Broker Non-Votes
Jerry G. Canada	9,032,648	13,400	15,653	1,922,331
Christopher L. Fowler	8,807,620	50,898	203,183	1,922,331
Amy K. O’Keefe	8,839,512	37,471	184,718	1,922,331
Andris Upitis	9,029,314	17,574	14,813	1,922,331

Proposal 2 - Approval of the Second Amendment to the Certificate of Incorporation to Declassify our Board of Directors. The stockholders approved the Declassification Amendment to the Company’s Certificate of Incorporation to declassify the Board, beginning with the 2026 Annual Meeting. The result of the vote taken at the 2025 Annual Meeting was as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
9,044,451		8,748		8,502		1,922,331

Proposal 3 - Approval of the Second Amended and Restated 2019 Incentive Plan. The stockholders approved the Second Amended and Restated 2019 Incentive Plan in order to increase the number of shares of common stock available for issuance under the Company’s 2019 Incentive Plan. The result of the vote taken at the 2025 Annual Meeting was as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
8,611,802		430,299		19,600		1,922,331

Proposal 4 - Advisory Vote on Executive Compensation. The stockholders adopted a resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the 2025 Proxy Statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission. The result of the vote taken at the 2025 Annual Meeting was as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
8,769,664		257,144		34,893		1,922,331

Proposal 5 - Ratification of Appointment of Independent Registered Public Accountants. The stockholders ratified the appointment of Grant Thornton LLP as the independent registered public accountants of the Company for the year ending December 31, 2025. The result of the vote taken at the 2025 Annual Meeting was as follows:

Votes For		Votes Against		Abstentions
10,630,984		179,521		173,527

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Description
Exhibit Number		Exhibit
3.1		Second Certificate of Amendment to Certificate of Incorporation of TruBridge, Inc.
16.1		Letter from Grant Thornton LLP to the Securities and Exchange Commission dated July 1, 2025
10.1		TruBridge, Inc. Second Amended and Restated 2019 Incentive Plan
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.

TRUBRIDGE, INC.

Date: May 8, 2025

/s/ Christopher L. Fowler

Date: July 1, 2025

/s/ Christopher L. Fowler

Christopher L. Fowler

President and Chief Executive Officer

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