TruBridge, Inc. 8-K

What Happened

• TruBridge, Inc. closed a merger (Effective Time July 9, 2026) under the Merger Agreement dated April 23, 2026 and became a wholly owned subsidiary of Inventurus Knowledge Solutions (Parent). At closing, all outstanding shares (other than excluded shares) were cancelled and converted into the right to receive the Per Share Merger Consideration. The company ceased trading and will be delisted from the Nasdaq Global Select Market; TruBridge intends to have registration and reporting obligations suspended (Form 25 and Form 15 filings).
• At closing the Company paid off and terminated its Amended and Restated Credit Agreement (dated Nov. 25, 2025, with Regions Bank as agent): all principal, interest, fees, guarantees and liens under that credit agreement were paid and released. Parent funded the acquisition with senior secured facilities totaling $635.0 million under a Facilities Agreement dated July 3, 2026; TruBridge must accede as an additional guarantor within 30 days after first utilization of a term facility.

Key Details

• Closing/filings: Merger closed July 9, 2026; Company Common Stock ceased trading prior to market open that day; Company requested Nasdaq file Form 25 and plans to file Form 15 to suspend reporting.
• Debt: Company’s Amended & Restated Credit Agreement (Nov 25, 2025) was paid off and terminated at closing; Parent arranged $635.0 million in senior secured financing (Facilities Agreement dated July 3, 2026).
• Equity awards and stockholder rights: Outstanding restricted stock awards had vesting accelerated and were converted into the right to receive the Per Share Merger Consideration; performance share awards ceased to be subject to performance conditions and were converted based on actual (or target if not determinable) performance and prorations where applicable. Holders of former TruBridge common stock now generally only have the right to receive the merger consideration.
• Management/board: All pre‑closing TruBridge directors ceased service at the Effective Time; directors of Merger Sub (Joseph Bernardello, Peter Limeri and Taylor Curtis) became directors of the surviving corporation. Incumbent TruBridge officers continued in their officer roles after closing.

Why It Matters

• For TruBridge shareholders: public equity in TruBridge is effectively ended — shares were cancelled and converted to a cash or other Per Share Merger Consideration (as set by the Merger Agreement). Shareholders no longer have rights as TruBridge stockholders beyond the payment under the merger.
• For public disclosure and liquidity: TruBridge stock will be removed from Nasdaq and the company expects to suspend SEC reporting, meaning less public information and no public trading in TruBridge shares going forward.
• For corporate finance: the business is now part of Inventurus and the acquisition was financed with substantial new secured debt ($635.0M). TruBridge is required to join the credit package as a guarantor shortly after financing is first used, which may affect the company’s obligations within the consolidated group.