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

 

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

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. The 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 the two proposals described in this proxy statement. This will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Named Executive Officer Merger-Related Compensation Proposal, assuming that a quorum exists.

The obligations of TruBridge, IKS and Merger Sub to complete the Merger are subject to the satisfaction or waiver of certain conditions. The accompanying proxy statement contains detailed information about TruBridge, the Special Meeting, the Merger Agreement, the Merger, the Support Agreements, the proposals that stockholders are being asked to approve and related matters. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement and incorporated therein by reference. A copy of the Support Agreement by and among the Company and Pinetree and L6 is attached as Annex B to the accompanying proxy statement and incorporated therein by reference. A copy of the Support Agreement by and between the Company and Ocho is attached as Annex C to the accompanying proxy statement and incorporated therein by reference. We urge you to, and you should, read the proxy statement carefully and in its entirety, including the Merger Agreement, the Support Agreements and the other annexes and documents referred to or incorporated by reference in the accompanying proxy statement. You may obtain additional information about TruBridge from documents we have filed or furnished with the SEC.

 

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If you have any questions or need assistance voting your shares of Common Stock, please contact Innisfree M&A Incorporated, our proxy solicitor:

Innisfree M&A Incorporated

500 Fifth Avenue, 21st Floor

New York, New York 10110

Shareholders may call toll free: (877) 687-1865

Banks and Brokers may call collect: (212) 750-5833

 

Sincerely,
By:
		Name: Glenn P. Tobin
		Title: Chairperson of the Board

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the Merger, passed upon the merits of the Merger Agreement or the Merger or determined if the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [●], 2026 and, together with the enclosed form of proxy card, is first being mailed on or about [●], 2026 to TruBridge stockholders of record who owned shares of Common Stock as of the close of business on the Record Date.

 

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PRELIMINARY PROXY MATERIALS – SUBJECT TO COMPLETION, DATED MAY 21, 2026

 

54 St. Emanuel Street

Mobile, Alabama 36602

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

 

DATE & TIME

Notice is hereby given that a virtual special meeting of stockholders (the “Special Meeting”) of TruBridge, Inc. (the “Company” or “TruBridge”) will be held on [●], [●], 2026 at [●] a.m. Central Time at www.virtualshareholdermeeting.com/TBRG2026SM.

 

ITEMS OF BUSINESS

The Special Meeting will be held for the following purposes:

•

To consider and vote on a proposal to adopt the Agreement and Plan of Merger (the “Merger Agreement”), dated April 23, 2026, 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”), pursuant to which Merger Sub will be merged with and into TruBridge (such merger, the “Merger” and such proposal, the “Merger Proposal”) and TruBridge will survive the Merger as a wholly owned subsidiary of IKS; a copy of the Merger Agreement is attached to the accompanying proxy statement as Annex A thereto and is incorporated therein by reference;

 

•

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 rules adopted by the U.S. Securities and Exchange Commission (“SEC”); and

 

•

To transact such other business as may properly be brought before the Special Meeting, by or at the direction of the TruBridge board of directors (the “Board”).

 

The Merger Agreement, the Merger and the transactions contemplated by the Merger Agreement are described more fully in the accompanying proxy statement, and we urge you to read each of the accompanying proxy statement and Merger Agreement carefully and in its entirety.

 

RECORD DATE AND SHARES ENTITLED TO VOTE

Only holders of record of our common stock, par value $0.001 per share (“Common Stock”), at the close of business on [●], 2026 (the “Record Date”), are entitled to notice of, and to vote at, the Special Meeting and at any adjournment and postponement thereof. Each

 

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share of Common Stock will be entitled to one vote on each matter properly brought before the Special Meeting. Approval of the Merger Agreement 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. Approval of the Named Executive Officer Merger-Related Compensation Proposal requires the affirmative vote of the holders of a majority of votes cast at the Special Meeting.

 

VOTING BY PROXY

Your vote is very important, regardless of the number of shares you own. Because stockholders cannot take any action at the Special Meeting unless a majority of the shares of our capital stock issued and outstanding and entitled to vote thereat are represented, it is important that you attend the Special Meeting or are represented by proxy at the Special Meeting. 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. For information on submitting your proxy over the Internet at www.proxyvote.com, by telephone or by mailing back the traditional proxy card (no extra postage is needed for the provided envelope if mailed in the U.S.), please see the attached proxy statement and enclosed proxy card. If you later decide to vote in person (including virtually) during the Special Meeting, information on revoking your proxy prior to the Special Meeting is also provided.

 

RECOMMENDATIONS

The Board unanimously recommends that you vote:

 

•

“FOR” the Merger Proposal; and

 

•

“FOR” the Named Executive Officer Merger-Related Compensation Proposal.

 

APPRAISAL

Stockholders who do not vote in favor of the Merger Proposal and who deliver a demand for appraisal before the vote is taken on the Merger Agreement and comply with all the requirements of Delaware law, including Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”), which are summarized in the accompanying proxy statement, will be entitled to rights of appraisal to obtain the “fair value” of their shares of the Company. Section 262 of the DGCL is accessible at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and incorporated by reference herein.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE SUBMIT A PROXY TO VOTE YOUR SHARES OF COMMON STOCK OVER THE INTERNET OR BY TELEPHONE PURSUANT TO THE INSTRUCTIONS CONTAINED IN THESE MATERIALS OR COMPLETE, DATE, SIGN AND RETURN A PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOU OWN SHARES REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SUBMITTED. IF YOU DO NOT SUBMIT YOUR PROXY OR ATTEND THE SPECIAL MEETING AND VOTE IN PERSON (INCLUDING VIRTUALLY) DURING THE SPECIAL MEETING, IT 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.

 

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If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. IF YOU HOLD YOUR SHARES IN “STREET NAME” AND DO NOT INSTRUCT YOUR BROKER, BANK OR OTHER NOMINEE HOW TO VOTE YOUR SHARES, OR YOU DO NOT ATTEND THE SPECIAL MEETING AND VOTE IN PERSON (INCLUDING VIRTUALLY) DURING THE SPECIAL MEETING, IT 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.

You may revoke your proxy at any time before the vote at the Special Meeting by following the procedures outlined in the accompanying proxy statement.

The proxy statement of which this notice forms a part provides a detailed description of the Merger, the Merger Agreement, the Support Agreements, the Merger Proposal and the Named Executive Officer Merger-Related Compensation Proposal, and provides specific information concerning the Special Meeting. We urge you to read the proxy statement, including any documents incorporated therein by reference, and its annexes carefully and in their entirety. If you have any questions concerning the Merger or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of Common Stock, please contact Innisfree M&A Incorporated, our proxy solicitor:

Innisfree M&A Incorporated

500 Fifth Avenue, 21st Floor

New York, New York 10110

Shareholders may call toll free: (877) 687-1865

Banks and Brokers may call collect: (212) 750-5833

 

[●], 2026

 

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TABLE OF CONTENTS

 

		Page
SUMMARY			1
Introduction			1
The Parties to the Merger Agreement			2
The Special Meeting			3
The Merger			6
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER			19
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			30
THE PARTIES TO THE MERGER			31
THE SPECIAL MEETING			33
Date, Time and Place			33
Purpose of the Special Meeting			33
Recommendation of the Board			33
Record Date; Stockholders Entitled to Vote			34
Quorum			34
Required Vote			34
Abstentions and Broker Non-Votes			34
Failure to Vote Record Shares			35
Voting by TruBridge’s Directors and Executive Officers			35
Voting at the Special Meeting			35
Revocation of Proxies			36
Solicitation of Proxies			36
Adjournment			36
Other Information			37
Questions			37
THE MERGER PROPOSAL (PROPOSAL 1)			38
The Merger			38
Effect of the Merger on Common Stock			38
Background of the Merger			38
Recommendation of the Board and Reasons for the Merger			54
Financial Forecasts and Financial Projections			60
Opinion of TruBridge’s Financial Advisor			63
Interests of TruBridge’s Executive Officers and Directors in the Merger			71
Financing of the Merger			77
Regulatory Approvals			77
Material U.S. Federal Income Tax Consequences of the Merger			78
Delisting and Deregistration of Common Stock			79
Appraisal Rights			79
Effects on TruBridge If the Merger Is Not Completed			84
THE MERGER AGREEMENT			86
The Merger			87
Closing and Effectiveness of the Merger			87
Effect of the Merger on Common Stock			87
Delivery of Merger Consideration			88
Treatment of TruBridge Equity Awards			90

 

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		Page
Representations and Warranties			91
Conduct of Business Pending the Merger			95
Non-Solicitation Covenants			99
Special Meeting			103
Efforts to Complete the Merger			104
Employee Benefits			105
Financing of the Merger			106
Indemnification; Directors’ and Officers’ Insurance			110
Delisting and Deregistration			111
TopCo Participation and Support			111
Other Covenants			112
Closing Conditions			113
Termination of the Merger Agreement			115
Termination Fees			118
Expenses			120
Amendment or Other Modification; Waiver			120
Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury			120
Specific Performance			120
No Recourse to Non-Parties			121
SUPPORT AGREEMENTS			123
NON-BINDING, ADVISORY VOTE ON NAMED EXECUTIVE OFFICER MERGER-RELATED COMPENSATION PROPOSAL (PROPOSAL 2)			125
MARKET PRICES OF COMMON STOCK			126
Market Information			126
Holders			126
Dividends			126
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			127
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER			130
U.S. Holders			131
Non-U.S. Holders			132
FUTURE STOCKHOLDER PROPOSALS			133
HOUSEHOLDING OF PROXY MATERIALS			134
WHERE YOU CAN FIND MORE INFORMATION			135

 

Annex A		Agreement and Plan of Merger, dated April  23, 2026, by and among TruBridge, Inc., Inventurus Knowledge Solutions, Inc., IKS Next Horizon, Inc. and, for certain limited purposes, Inventurus Knowledge Solutions Limited.		A-1
Annex B		Voting and Support Agreement, dated April 23, 2026, by and among TruBridge, Inc., Pinetree Capital Ltd. and L6 Holdings Inc.		B-1
Annex C		Voting and Support Agreement, dated April 23, 2026, by and between TruBridge, Inc. and Ocho Investments LLC.		C-1
Annex D		Opinion of Solomon Partners Securities, LLC, dated as of April 23, 2026.		D-1

 

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following are brief answers to certain questions that you may have regarding the Merger, the Special Meeting and the proposals being considered at the Special Meeting. We urge you to carefully read the remainder of this proxy statement because the information in this section does not provide all of the information that might be important to you with respect to the Merger and the Special Meeting. Additional important information is also contained in the annexes attached to this proxy statement and the documents referred to or incorporated by reference into this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section entitled “Where You Can Find More Information,” beginning on page 135 of this proxy statement.

 

Q.	Why am I receiving these proxy materials?

 

A.

On April 23, 2026, TruBridge entered into the Merger Agreement providing for the merger of Merger Sub with and into TruBridge, pursuant to which TruBridge will survive the Merger as a wholly owned subsidiary of IKS. A copy of the Merger Agreement is attached to this proxy statement as Annex A and is incorporated by reference herein. In order to complete the Merger, TruBridge’s stockholders must vote to adopt the Merger Agreement. The approval of the Merger Proposal by our stockholders is a condition to the consummation of the Merger. For further information, see the section entitled “The Merger Agreement—Closing Conditions,” beginning on page 113 of this proxy statement. You are receiving this proxy statement in connection with the solicitation by the Board of proxies of TruBridge’s stockholders in favor of the Merger Proposal.

You are also being 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.

This proxy statement, which you should read carefully and in its entirety, contains important information about the Merger, the Merger Agreement, the Support Agreements, the Special Meeting of our stockholders and the matters to be voted on thereat. The enclosed materials allow you to submit a proxy to vote your shares of Common Stock without attending the Special Meeting and to ensure that your shares are represented and voted at the Special Meeting.

Your vote is very important. Even if you plan to attend the Special Meeting, we encourage you to submit a proxy as soon as possible.

 

Q.	What is the proposed transaction?

 

A.

If the Merger Proposal is approved by TruBridge’s stockholders and the other conditions to the consummation of the Merger contained in the Merger Agreement are satisfied or, to the extent permitted, waived, Merger Sub will merge with and into TruBridge, with TruBridge continuing as the Surviving Corporation in the Merger. As a result of the Merger, TruBridge will become a privately held wholly owned subsidiary of IKS, and our Common Stock will no longer be publicly traded and will be delisted from NASDAQ. In addition, our Common Stock will be deregistered under the Exchange Act, and we will no longer file periodic or other reports with the SEC with respect to our Common Stock.

 

Q.	As a holder of Common Stock, what will I receive in the Merger if it is completed?

 

A.

Under the terms of the Merger Agreement, if the Merger is completed, you will be entitled to receive the Per Share Merger Consideration of $26.25 in cash, without interest and subject to any applicable withholding taxes, for each share of Common Stock you own (other than Excluded Shares), which represents (i) a premium of approximately 14.7% over the $22.88 per share closing trading price of our Common Stock on April 22, 2026, the last trading day prior to the date of the Merger Agreement, (ii) a premium of

 

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approximately 49% over the $17.59 per share closing trading price of our Common Stock on March 16, 2026, the day prior to TruBridge disclosing that it would not timely file its 2025 Form 10-K, and (iii) a premium of approximately 87.5% over the unaffected $14.00 per share closing price of our Common Stock on March 30, 2026, which is the day prior to the Company disclosing its strategic review process in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 31, 2026. For example, if you own 100 shares of Common Stock, you will be entitled to receive $2,625 in cash in exchange for your shares, without interest and subject to any applicable withholding taxes. You will not be entitled to receive shares in the Surviving Corporation or in IKS nor will you have any interest in the future earnings or growth of the Surviving Corporation or IKS.

 

Q.	When and where will the Special Meeting be held?

 

A.	The Special Meeting will be held virtually on [●], [●], 2026 at [●] a.m. Central Time at www.virtualshareholdermeeting.com/TBRG2026SM, subject to any adjournments or postponements thereof.

 

Q.	What is a proxy?

 

A.

A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of Common Stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Common Stock is called a “proxy card.”

 

Q.	What different methods can I use to vote?

 

A.	Whether you hold your shares directly as the stockholder of record or beneficially in “street name,” you may direct your vote by proxy without participating in the Special Meeting. You can vote by proxy by one of the following means:

 

•

Virtually: You may vote your shares of Common Stock virtually at the Special Meeting by logging in as a shareholder to the special meeting using your 16-digit control number. You will be able to vote while the polls are open during the Special Meeting. We recommend you submit your vote by proxy prior to the date of the Special Meeting even if you plan to attend the meeting virtually via the internet.

 

•

By Internet: Go to the website www.proxyvote.com and log in using your 16-digit control number.

 

•

By Telephone: Vote over the telephone by calling the toll-free number indicated on the accompanying proxy card and following the recorded instructions. You will be asked to provide your 16-digit control number included with your shareholder materials.

 

•

By Mail: You may return your completed proxy card and return with the pre-paid business reply envelope. Please return your vote promptly so it can be received prior to the Special Meeting.

Even if you plan to attend the Special Meeting, we encourage you to submit a proxy in advance by Internet, telephone or mail so that your vote will be counted even if you later decide not to attend the Special Meeting.

Even if you plan to attend the Special Meeting, you are strongly encouraged to vote your shares by proxy.

Internet and telephone voting facilities will close at 11:59 p.m. Central Time on [●], 2026, for the voting of shares held by stockholders of record or held in street name.

Mailed proxy cards with respect to shares of record must be received no later than [●], 2026.

 

Q.	If a stockholder submits a proxy, how are the shares of Common Stock voted?

 

A.	Regardless of the method you choose to submit a proxy, the individuals named on the enclosed proxy card will vote your shares of Common Stock as you instruct. When completing the Internet or telephone

 

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processes or the proxy card, you may specify whether your shares of Common Stock should be voted “FOR” or “AGAINST,” or to “ABSTAIN” from voting on, all, some or none of the specific items of business to come before the Special Meeting, including the Merger Proposal and the Named Executive Officer Merger-Related Compensation Proposal.

If you properly sign your proxy card, but do not mark the boxes indicating how your shares of Common Stock should be voted on any particular matter, the shares of Common Stock represented by your properly signed proxy will be voted as recommended by the Board, which means your shares of Common Stock will be voted “FOR” the Merger Proposal and “FOR” the Named Executive Officer Merger-Related Compensation Proposal.

 

Q.	What can I do if I change my mind after I vote my shares?

 

A.	You can change your vote by revoking your proxy at any time before your proxy is voted, in one of three ways:

 

•

submitting a later dated proxy (including a proxy submitted through the Internet at www.proxyvote.com, by telephone or by proxy card);

 

•

notifying TruBridge’s Corporate Secretary at TruBridge, Inc., Attn: Corporate Secretary, 54 St. Emanuel Street, Mobile, Alabama 36602 that you are revoking your proxy; or

 

•

voting in person (including virtually) at the Special Meeting.

If you are a beneficial owner of Common Stock held by a bank, broker or other nominee, you will need to contact the bank, broker or other nominee to revoke your proxy.

 

Q.	What is the difference between holding shares as a stockholder of record and as a beneficial owner?

 

A.

If your shares are registered directly in your name with our registrar and transfer agent, Computershare Inc., you are considered a “stockholder of record” with respect to those shares. If your shares are held in a bank or brokerage account, you are considered the “beneficial owner” of those shares.

 

Q.	What if I am a beneficial owner and do not give voting instructions to my broker? What is a broker non-vote?

 

A.

As a beneficial owner, in order to ensure your shares are voted in the way you would like, you must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee. As described further in the section entitled “Special Meeting—Abstentions and Broker Non-Votes,” beginning on page 34 of this proxy statement, broker non-votes are shares held in “street name” by brokers, banks and other nominees that are present or represented by proxy at the Special Meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, bank or other nominee does not have discretionary voting power on such proposal. Because, under applicable stock exchange rules, brokers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to either of the two proposals described in this proxy statement, if a beneficial owner of shares of Common Stock held in “street name” does not give voting instructions to the broker, bank or other nominee, then such shares will not be voted or counted as present in person or by proxy at the Special Meeting. Under applicable stock exchange rules, such shares are not permitted to be voted by the broker, bank or other nominee on either of the two proposals described in this proxy statement. As the vote to approve the Merger Proposal is based on the total number of outstanding shares of our Common Stock entitled to vote thereon at the Special Meeting at the close of business on the Record Date, if you fail to issue voting instructions to your broker, bank or other nominee, it will have the same effect as a vote “AGAINST” the Merger Proposal but will have no effect on the outcome of the

 

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Named Executive Officer Merger-Related Compensation Proposal, which is non-binding and, assuming that a quorum exists, only votes cast affirmatively or negatively will be counted. For further information, see the section entitled “The Special Meeting—Required Vote,” beginning on page 34 of this proxy statement.

 

Q.	Will my shares held in “street name” or another form of record ownership be combined for voting purposes with shares I hold of record?

 

A.

No. Because any shares you may hold in “street name” will be deemed to be held by a different stockholder than any shares you hold of record, any shares held in “street name” will not be combined for voting purposes with shares you hold of record. Similarly, if you own shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card (or submit a proxy by telephone or through the Internet) for each of those shares because they are held in a different form of record ownership. Shares held by a corporation or business entity must be voted by an authorized officer of the entity. Shares held in an individual retirement account must be voted under the rules governing the account.

 

Q.	Who is soliciting my proxy? Who will pay for the cost of this proxy solicitation?

 

A.

The Board is soliciting your proxy, and TruBridge will bear the cost of soliciting proxies. TruBridge has engaged Innisfree to assist with the solicitation of proxies. Innisfree will be paid approximately $20,000, plus a contingent success fee of $10,000. TruBridge will reimburse Innisfree for reasonable, documented out-of-pocket expenses and will indemnify Innisfree and its affiliates against certain claims, liabilities, losses, damages and expenses. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, banks and other nominees to the beneficial owners of shares of Common Stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by Innisfree or, without additional compensation, by certain of TruBridge’s directors, officers and employees.

 

Q.	What matters will be voted on at the Special Meeting?

 

A.	At the Special Meeting, you will be asked to consider and vote on the following:

 

•

a proposal to adopt the Merger Agreement that provides for, among other things, the acquisition of TruBridge by IKS (the “Merger Proposal”); and

 

•

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”).

Stockholders may also be asked to transact such other business as may properly be brought before the Special Meeting or any adjournments or postponements of the Special Meeting, by or at the direction of the Board.

 

Q.	What is the position of the Board regarding the Merger?

 

A.

The Board has reviewed and considered the terms and conditions of the proposed Merger. After considering various factors more fully described in this proxy statement, the Board unanimously (i) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, (ii) approved and declared advisable the Support Agreements and the transactions contemplated by the Support Agreements, (iii) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are fair to, and in the best interests of, the Company and its stockholders (other than holders of Excluded Shares that are not Dissenting Shares), (iv) determined that the Support Agreements

 

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and the transactions contemplated by the Support Agreements are fair to, and in the best interests of, the Company and its stockholders, (v) resolved to recommend that the stockholders of the Company vote to adopt the Merger Agreement, and (vi) directed that the Merger Agreement be submitted to the holders of shares of Common Stock for adoption. Certain factors considered by the Board in reaching its decision to adopt the Merger Agreement can be found in “The Merger Proposal (Proposal 1)—Recommendation of the Board and Reasons for the Merger,” beginning on page 54 of this proxy statement.

 

Q.	How does the Board recommend that I vote on the proposals?

 

A.	The Board unanimously recommends that you vote:

 

•

“FOR” the Merger Proposal; and

 

•

“FOR” the Named Executive Officer Merger-Related Compensation Proposal.

 

Q.	What vote is required to approve the Merger Proposal?

 

A.	The Merger Proposal will be approved if the holders of a majority of the outstanding shares of our Common Stock entitled to vote thereon at the Special Meeting affirmatively vote “FOR” the Merger Proposal.

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.

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 with respect to the Merger Proposal. This will have the same effect as a vote “AGAINST” the Merger Proposal.

 

Q.	What vote is required to approve the Named Executive Officer Merger-Related Compensation Proposal (on a non-binding, advisory basis)?

 

A.	The Named Executive Officer Merger-Related Compensation Proposal will be approved if the holders of a majority of the votes cast at the Special Meeting affirmatively vote “FOR” the proposal.

If you are a stockholder of record and you do not sign and return your proxy or attend the Special Meeting, or 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, and will have no effect on the outcome of the Named Executive Officer Merger-Related Compensation Proposal, assuming that a quorum exists.

 

Q.	What will happen if TruBridge’s stockholders do not approve the Named Executive Officer Merger-Related Compensation Proposal?

 

A.

Approval of the compensation that will or may become payable by TruBridge to certain of our named executive officers in connection with the Merger is not a condition to consummation of the Merger and, therefore, such approval is not required to consummate the Merger. This is an advisory vote and will not be binding on TruBridge or IKS. Accordingly, the Merger-related compensation will be payable to the named executive officers of TruBridge in accordance with the terms of the compensation agreements and arrangements regardless of the outcome of the advisory, non-binding Named Executive Officer Merger-Related Compensation Proposal.

 

Q.	Do you expect the Merger to be taxable to TruBridge stockholders?

 

A.	The exchange of Common Stock for cash in the Merger generally will be taxable for U.S. holders (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger,” beginning

 

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on page 130 of this proxy statement) for U.S. federal income tax purposes and may also be taxable under state, local or other tax laws. The tax consequences of the Merger to such holders will depend on their particular circumstances. U.S. holders should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger,” beginning on page 130 of this proxy statement, and U.S. holders should consult their tax advisors regarding the U.S. federal, state, local and non-U.S. tax consequences of the Merger to such holders in light of their particular circumstances. U.S. holders will generally recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to their shares and their adjusted tax basis in such shares.

 

Q.	What other effects will the Merger have on TruBridge?

 

A.

If the Merger is completed, TruBridge will become a privately held wholly owned subsidiary of IKS at the Effective Time. The Common Stock will be delisted from NASDAQ and deregistered under the Exchange Act, and TruBridge will no longer be required to file periodic and other reports with the SEC with respect to the Common Stock, in each case in accordance with applicable law, rules and regulations. Following the completion of the Merger, our Common Stock will no longer be publicly traded and you will no longer have any interest in TruBridge’s or IKS’s future earnings or growth. Instead, each share of Common Stock will represent only the right to receive $26.25 per share in cash, without interest and subject to any applicable withholding taxes, for each share of Common Stock, other than Excluded Shares.

 

Q.	When is the Merger expected to be completed?

 

A.

Assuming timely satisfaction of necessary closing conditions, including the approval by our stockholders of the Merger Proposal, the parties to the Merger Agreement expect to complete the Merger in the third quarter of 2026. However, TruBridge cannot assure you that the Merger will be completed by any particular date, if at all. Because the Merger is subject to a number of conditions, including the receipt of stockholder approval of the Merger Proposal and the expiration or termination of the waiting period under the HSR Act, the exact timing of consummation of the Merger cannot be determined at this time and we cannot guarantee that the Merger will be completed in the expected time frame or at all.

 

Q.	What happens if the Merger is not completed?

 

A.

If the Merger Proposal is not approved by TruBridge stockholders, or if the Merger is not completed for any other reason, TruBridge stockholders will not receive any payment for their shares of Common Stock in connection with the Merger. Instead, TruBridge will remain an independent public company, our shares of Common Stock will continue to be listed and traded on NASDAQ and we will continue to file periodic reports, current reports and proxy and information statements with the SEC. If the Merger Agreement is terminated under certain specified circumstances pursuant to the terms of the Merger Agreement, (a) TruBridge may be required to pay IKS a Termination Fee of approximately $12.3 million or (b) IKS may be required to pay TruBridge a Reverse Termination Fee of approximately $24.6 million. For a discussion of the circumstances under which TruBridge will be required to pay a Termination Fee or IKS will be required to pay a Reverse Termination Fee, see the section entitled “The Merger Agreement—Termination Fees,” beginning on page 118 of this proxy statement.

 

Q.	What are the Support Agreements?

 

A.

Concurrently with the execution of the Merger Agreement, the Company entered into Support Agreements with Pinetree, L6 and Ocho, pursuant to which each of Pinetree, L6 and Ocho has agreed to, among other things, vote its shares of 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 represented approximately [●]% of the

 

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outstanding voting power of Company capital stock as of [●], 2026. We expect that a similar figure will be outstanding and entitled to vote at the Special Meeting as of the close of business on the Record Date.

 

Q.	How will our directors and executive officers vote on the Merger Proposal?

 

A.	Our current understanding is that the directors and executive officers of TruBridge intend, as of the date of this proxy statement, to vote their shares of Common Stock in favor of the Merger Proposal.

As of [●], 2026, the directors and executive officers of TruBridge beneficially owned, in the aggregate, [●] outstanding shares of Common Stock representing [●]% of the voting power of the shares of Common Stock issued and outstanding on that date. We expect that a similar figure will be outstanding and entitled to vote at the Special Meeting as of the close of business on the Record Date.

 

Q.	Do any of TruBridge’s directors or executive officers have interests in the Merger that may differ from or be in addition to my interests as a stockholder?

 

A.

Yes. In considering the recommendation of the Board with respect to the Merger Proposal, you should be aware that our directors and executive officers have interests in the Merger, including financial interests, that are different from, or in addition to, the interests of our stockholders generally. The Board was aware of and considered these differing interests, to the extent such interests existed at the time, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in unanimously recommending that TruBridge stockholders vote for the Merger Proposal and the Named Executive Officer Merger-Related Compensation Proposal. For further information, see the section entitled “The Merger Proposal (Proposal 1)—Interests of TruBridge’s Executive Officers and Directors in the Merger,” beginning on page 71 of this proxy statement.

 

Q.	Why am I being asked to consider and vote on the Named Executive Officer Merger-Related Compensation Proposal?

 

A.

The SEC rules require TruBridge to seek approval on a non-binding, advisory basis with respect to certain payments that will or may be made to certain of TruBridge’s named executive officers in connection with the Merger. Approval of the Named Executive Officer Merger-Related Compensation Proposal is not required to complete the Merger. For further information, see the section entitled “Non-Binding, Advisory Vote On Named Executive Officer Merger-Related Compensation Proposal (Proposal 2),” beginning on page 125 of this proxy statement.

 

Q.	How many shares of our Common Stock must be present to constitute a quorum for the Special Meeting? What if there is no quorum?

 

A.

Under Article I, Section 1.5 of the Bylaws, at each meeting of stockholders, the holders of a majority of the voting power of all of the outstanding shares of the Company entitled to vote at the meeting, present in person (including virtually) or represented by proxy, will constitute a quorum for the transaction of business. There must be a quorum for business to be conducted at the Special Meeting. If a quorum is not present, the person presiding at the Special Meeting may adjourn the Special Meeting from time to time until a quorum is present. Failure of a quorum to be present at the Special Meeting will necessitate an adjournment or postponement of the Special Meeting and may subject TruBridge to additional expense. If the adjournment is for more than 30 days, or if, after the adjournment, a new Record Date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. As of the close of business on [●], 2026, there were [●] shares of Common Stock outstanding representing [●] votes. We expect that a similar figure will be outstanding and entitled to vote at the Special Meeting as of the close of business on the Record Date.

 

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Q.	What if I abstain from voting on any proposal?

 

A.

If you attend the Special Meeting or if you submit (and do not thereafter revoke) a proxy by duly executing and returning a proxy card, by telephone or through the Internet, even if you abstain from voting, your shares of Common Stock will still be counted for purposes of determining whether a quorum is present at the Special Meeting. If you mark “ABSTAIN” on your proxy card or otherwise indicate that you are abstaining from voting when you submit your proxy by telephone or through the Internet, your abstention from voting 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, as only votes cast affirmatively or negatively will be counted. If you properly sign your proxy card but do not mark the boxes indicating how your shares of Common Stock should be voted on any particular matter, the shares of Common Stock represented by your properly signed proxy will be voted as recommended by the Board, which means your shares of Common Stock will be voted “FOR” the Merger Proposal and “FOR” the Named Executive Officer Merger-Related Compensation Proposal.

 

Q.	Will my shares be voted if I do not sign and return my proxy card or vote by telephone or over the Internet or electronically during the Special Meeting?

 

A.

No. If you are a stockholder of record of TruBridge and you do not electronically vote at the Special Meeting, sign and return your proxy card by mail, or submit your proxy by telephone or over the Internet, your shares will not be voted at the Special Meeting and will not be counted as present for purposes of determining whether a quorum exists. The failure to submit a proxy or otherwise vote your shares at the Special Meeting will have no effect on the outcome of the Named Executive Officer Merger-Related Compensation Proposal, as only votes cast affirmatively or negatively will be counted, assuming that a quorum exists. However, the vote to approve the Merger Proposal is based on the total number of outstanding shares of Common Stock entitled to vote as of the close of business on the Record Date, not just the shares that are counted as present in person (including virtually) or by proxy and entitled to vote at the Special Meeting. As a result, if you fail to submit a proxy or otherwise vote your shares electronically at the Special Meeting, it will have the same effect as a vote “AGAINST” the Merger Proposal.

You will have the right to receive the Merger consideration if the Merger Proposal is approved and the Merger is completed even if your shares are not voted at the Special Meeting. However, if your shares are not voted at the Special Meeting, it will have the same effect as a vote “AGAINST” the Merger Proposal.

 

Q.	Am I entitled to exercise appraisal rights under the DGCL instead of receiving the Merger consideration for my shares of Common Stock?

 

A.

Yes. If you are a record holder of Common Stock, you are entitled to exercise appraisal rights under Section 262 of the DGCL in connection with the Merger if you comply with the requirements of Section 262 of the DGCL. For further information, see the section entitled “The Merger Proposal (Proposal 1)—Appraisal Rights,” beginning on page 79 of this proxy statement. In addition, a copy of Section 262 of the DGCL, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Failure to strictly comply with all procedures required by Section 262 of the DGCL will result in a loss of your right to appraisal. We encourage you to read these provisions carefully and in their entirety and, in view of their complexity, to promptly consult with your legal and financial advisors if you wish to pursue your appraisal rights in connection with the Merger.

 

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Q.	What happens if I sell my shares of Common Stock before the completion of the Merger?

 

A.	If you transfer your shares of Common Stock before the Merger is completed, you will lose your right to receive the Merger consideration or to exercise appraisal rights. In order to receive the Merger consideration, you must hold your shares of Common Stock through the completion of the Merger.

 

Q.	Should I send in my evidence of ownership now?

 

A.

No. After the Merger is completed, if you are a stockholder of record and hold your shares of Common Stock in certificated form or in book-entry form not through The Depository Trust Company (“DTC”), you will receive transmittal materials from the paying agent for the Merger with detailed written instructions for exchanging your shares of Common Stock for the consideration to be paid to TruBridge stockholders in connection with the Merger. If you are a stockholder of record and hold your shares of Common Stock in book-entry form through DTC, and only if required by the paying agent, you will receive transmittal materials from the paying agent for the Merger with detailed written instructions for exchanging your shares of Common Stock for the consideration to be paid to TruBridge stockholders in connection with the Merger. If you are the beneficial owner of shares of Common Stock held in “street name,” you may receive instructions from your broker, bank or other nominee as to what action, if any, you need to take to effect the surrender of such shares.

 

Q.	What does it mean if I get more than one proxy card or voting instruction card?

 

A.

If your shares are registered differently or are held in more than one account, you will receive more than one proxy card or voting instruction card. Please complete and return all of the proxy cards or voting instruction cards you receive (or submit each of your proxies over the Internet or by telephone) to ensure that all of your shares are voted.

 

Q.	What is householding and how does it affect me?

 

A.

The SEC’s proxy rules permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. As such, TruBridge is sending only one copy of this proxy statement to stockholders who share the same last name and address, unless they have notified TruBridge that they want to continue receiving multiple copies.

If you received a household mailing and you would like to have additional copies of this proxy statement mailed to you or you would like to opt out of this practice for future mailings, we will promptly deliver such additional copies to you if you submit your request to TruBridge’s Corporate Secretary in writing at TruBridge, Inc., 54 St. Emanuel Street, Mobile, Alabama 36602, or call us at (251) 639-8100. You may also contact us in the same manner if you received multiple copies of this proxy statement and would prefer to receive a single copy of future mailings.

 

Q.	How will the Merger affect TruBridge equity awards?

 

A.	At the Effective Time:

 

•

TruBridge RSAs: each outstanding TruBridge RSA under the Stock Plan will automatically accelerate (subject to any proration as provided for in the applicable award agreement) and convert into the right to receive, with respect to each share subject to such TruBridge RSA (subject to any proration as provided for in the applicable award agreement), the Per Share Merger Consideration and be cancelled pursuant to the terms of the Merger Agreement.

 

•

TruBridge PSAs: each outstanding TruBridge PSA under the Stock Plan will automatically accelerate (subject to any proration as provided for in the applicable award agreement) and convert into the right

 

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to receive, with respect to each share subject to such TruBridge PSA (subject to any proration as provided for in the applicable award agreement), the Per Share Merger Consideration and be cancelled pursuant to the terms of the Merger Agreement; provided that the number of shares subject to each such TruBridge PSA immediately prior to the Effective Time will be determined based on actual performance through the Effective Time as reasonably determined by the TruBridge compensation committee (or, if actual performance is not reasonably determinable in its discretion, target performance). The TruBridge compensation committee has determined that, as of the Effective Time and subject to any proration as provided for in the applicable award agreement, (i) for each TruBridge PSA granted in 2024 (with a performance period from 2024-2026), the number of shares in respect of each such TruBridge PSA will equal the maximum level of performance (200% of target), and (ii) for each TruBridge PSA granted in 2025 and 2026 (with performance periods from 2025-2027 and 2026-2028, respectively), the number of shares in respect of each such 2025 and 2026 TruBridge PSA will be determined based on the target level of performance (100% of target).

For clarity, TruBridge RSAs and TruBridge PSAs granted in 2026 will be prorated at the Effective Time, in accordance with the terms of the applicable award agreements, as follows:

 

•

The pro-rata portion of the TruBridge RSAs granted in 2026 will be calculated by multiplying the number of shares of restricted stock scheduled to vest on the next scheduled vesting date (i.e., one-third of the shares subject to each such TruBridge RSA award) by a fraction, (i) the numerator of which equals the number of days elapsed from January 1 of the calendar year preceding the next scheduled vesting date, through the Effective Time, and (ii) the denominator of which equals the total number of days in such preceding calendar year.

 

•

The pro-rata portion of the TruBridge PSAs granted in 2026 will be calculated by multiplying the number of earned shares otherwise issuable under such TruBridge PSA (determined in accordance with the treatment set out in the Merger Agreement, as described above) by a fraction, (i) the numerator of which equals the number of days elapsed from January 1, 2026, through the Effective Time, and (ii) the denominator of which equals 1,096.

 

Q.	When will TruBridge announce the voting results of the Special Meeting, and where can I find the voting results?

 

A.

TruBridge intends to announce the preliminary voting results at the Special Meeting, and will report the final voting results of the Special Meeting in a Current Report on Form 8-K filed with the SEC within four business days after the Special Meeting. All reports that TruBridge files with the SEC are publicly available when filed.

 

Q.	Where can I find more information about TruBridge?

 

A.	You can find more information about us from various sources described in the section entitled “Where You Can Find More Information,” beginning on page 135 of this proxy statement.

 

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Q.	Who can help answer my other questions?

 

A.	If you have questions about the Merger, require assistance in submitting your proxy or voting your shares or need additional copies of this proxy statement or the enclosed proxy card, please contact Innisfree, which is acting as the proxy solicitor for TruBridge in connection with the Merger.

Innisfree M&A Incorporated

500 Fifth Avenue, 21st Floor

New York, New York 10110

Shareholders may call toll free: (877) 687-1865

Banks and Brokers may call collect: (212) 750-5833

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), each as amended. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “will,” “plan,” “project,” “seek,” “should,” “target,” “would,” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management.

Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include the following: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement between the parties to the proposed transaction; (ii) the risk that the Company’s stockholders may not approve the proposed transaction; (iii) the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated; (iv) risks that any of the other closing conditions to the proposed transaction may not be satisfied in a timely manner or at all, including approval by the shareholders of TopCo as may be necessary in connection with debt financing for the transaction; (v) risks related to the satisfaction of the conditions to funding, finalization of the financing documentation and the consummation of the financing contemplated for the proposed transaction; (vi) risks related to financial community and rating agency perceptions of the Company and its business, operations, financial condition and the industry in which it operates; (vii) risks related to potential litigation brought in connection with the proposed transaction; (viii) risks related to disruption of management’s time from ongoing business operations due to the proposed transaction; (ix) effects of the announcement, pendency or completion of the proposed transaction on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with suppliers and partners, and on the Company’s operating results and businesses generally; (x) the effect of the restrictions placed on the Company’s business activities during the pendency of the proposed transaction; (xi) the significant amount of costs, fees, expenses and other charges in connection with the proposed transaction; (xii) provisions in the Merger Agreement that could discourage or deter potential competing offers for the Company; (xiii) risks related to the potential impact of general economic, geopolitical and market factors on the proposed transaction or the companies involved; (xiv) risks of the completion of the proposed transaction, including a fixed price to be received by stockholders that will not be adjusted for changes in the Company’s outlook or financial results, federal income taxes for stockholders, or that stockholders will forgo any additional long-term value of the Company; and (xv) such other factors as are set forth in the Company’s periodic public filings with the SEC, including but not limited to, those described under the headings “Risk Factors” and “Special Note Regarding Forward Looking Statements” in its Form 10-K, as amended, for the fiscal year ended December 31, 2025 and in its other filings made with the SEC from time to time, which are available via the SEC’s website at www.sec.gov.

The Company’s forward-looking statements speak only as of the date of this proxy statement. The Company disclaims any intent or obligation to update any “forward-looking statement” made in this proxy statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

 

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THE PARTIES TO THE MERGER

TruBridge, Inc.

TruBridge is a leading provider of healthcare solutions and services for community hospitals, their clinics and other healthcare systems. Previously named Computer Programs and Systems, Inc., the Company changed its name to TruBridge, Inc. on March 4, 2024 in a Company-wide rebranding and legal entity consolidation. TruBridge is a trusted partner to more than 1,500 healthcare organizations with a broad range of technology-first solutions that address the unique needs and challenges of diverse communities, promoting equitable access to quality care and fostering positive outcomes. TruBridge has over four decades of experience in connecting providers, patients and communities with innovative data-driven solutions that create real value by supporting both the financial and clinical side of healthcare delivery. Our industry leading HFMA Peer Reviewed^® suite of revenue cycle management (RCM) offerings combine unparalleled visibility and transparency to enhance productivity and support the financial health of healthcare organizations across all care settings. We support efficient patient care with electronic health record (EHR) product offerings that successfully integrate data between care settings. Above all, we believe in the power of community and encourage collaboration, connection and empowerment with our customers. We clear the way for care.

Our Common Stock is traded on the Nasdaq Global Select Market (“NASDAQ”) under the symbol “TBRG.” Prior to March 4, 2024, TruBridge’s common stock was listed under the symbol “CPSI.” TruBridge’s headquarters are located at 54 St. Emanuel Street, Mobile, Alabama 36602, and our telephone number is (251) 639-8100. Our website address is www.TruBridge.com.

The information provided on the TruBridge website is not part of this proxy statement and is not incorporated in this proxy statement by reference or by any other reference to TruBridge’s website provided in this proxy statement.

Additional information about TruBridge is contained in our public filings with the SEC, certain of which filings are incorporated by reference herein. For additional information on these filings, see the section entitled “Where You Can Find More Information,” beginning on page 135 of this proxy statement.

Inventurus Knowledge Solutions, Inc.

IKS is a Delaware corporation and wholly owned subsidiary of TopCo formed on September 19, 2006. IKS is a global leader in technology-enabled healthcare solutions, serving large hospitals and ambulatory care practices. TopCo, IKS and their affiliates employ approximately 14,000 individuals across the United States, Canada, Australia and India. Upon the consummation of the Merger, the Company will be a wholly owned subsidiary of IKS.

IKS’s principal executive office is located at 8951 Cypress Waters Boulevard, Suite 100, Coppell, Texas 75019, and its telephone number is (800) 233-3030.

IKS Next Horizon, Inc.

Merger Sub is a Delaware corporation and wholly owned subsidiary of IKS formed on March 10, 2026, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, including the Merger. Merger Sub has not conducted any business operations except in furtherance of this purpose and activities incident to its formation. Upon the consummation of the Merger, Merger Sub will cease to exist.

Merger Sub’s principal executive office is located at 8951 Cypress Waters Boulevard, Suite 100, Coppell, Texas 75019, and its telephone number is (800) 233-3030.

 

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Inventurus Knowledge Solutions Limited

TopCo is a publicly traded Indian company formed on September 5, 2006, and listed on the National Stock Exchange of India Limited (NSE: IKS). In connection with the transactions contemplated by the Merger Agreement, TopCo has agreed to guarantee the underlying debt financing, subject to the terms and conditions of the Merger Agreement and the Debt Financing Letters.

TopCo’s principal executive office is located at 801, Building No. 5&6, 8th Floor, Mindspace Business Park (SEZ), Thane-Belapur Road, Airoli, Navi Mumbai – 400708, Maharashtra, India, and its telephone number is +91-22-3964-3205.

 

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THE SPECIAL MEETING

This proxy statement is being provided to TruBridge stockholders as part of a solicitation by the Board of proxies for use at the Special Meeting, to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement of the Special Meeting.

Date, Time and Place

The Special Meeting is scheduled to be held virtually on [●], [●], 2026 at [●] a.m. Central Time at www.virtualshareholdermeeting.com/TBRG2026SM, subject to any adjournments or postponements thereof.

Purpose of the Special Meeting

At the Special Meeting, TruBridge stockholders will be asked to consider and vote on the following proposals:

 

•

the Merger Proposal, which is further described in the sections entitled “The Merger Proposal (Proposal 1)” and “The Merger Agreement,” beginning on pages 38 and 86, respectively, of this proxy statement and a copy of the Merger Agreement is attached to this proxy statement as Annex A and is incorporated herein by reference; and

 

•

the Named Executive Officer Merger-Related Compensation Proposal, which is further described in the sections entitled “The Merger Proposal (Proposal 1)—Interests of TruBridge’s Executive Officers and Directors in the Merger” and “Non-Binding, Advisory Vote On Named Executive Officer Merger-Related Compensation Proposal (Proposal 2),” beginning on pages 71 and 125, respectively, of this proxy statement.

Stockholders may also be asked to transact such other business as may properly be brought before the Special Meeting, or any adjournments or postponements of the Special Meeting, by or at the direction of the Board.

The holders of a majority of the outstanding shares of our Common Stock entitled to vote thereon at the Special Meeting must vote to adopt the Merger Agreement as a condition to the completion of the Merger. If TruBridge stockholders fail to approve the Merger Proposal, the Merger will not occur. The vote on the Named Executive Officer Merger-Related Compensation Proposal is a vote separate and apart from the vote to approve the Merger Proposal. Accordingly, a stockholder may vote to approve the Merger Proposal and vote not to approve the Named Executive Officer Merger-Related Compensation Proposal, and vice versa. Because the vote on the Named Executive Officer Merger-Related Compensation Proposal is only advisory in nature, it will not be binding on TruBridge, IKS or the Surviving Corporation. Accordingly, the Merger-related compensation will be payable to the named executive officers of TruBridge in accordance with the terms of the applicable compensation agreements and arrangements regardless of the outcome of the advisory, non-binding Named Executive Officer Merger-Related Compensation Proposal.

Other than the matters described above, TruBridge does not expect a vote to be taken on any other matters at the Special Meeting or any adjournment or postponement thereof.

Recommendation of the Board

The Board has reviewed and considered the terms and conditions of the proposed Merger. After considering various factors more fully described in this proxy statement, the Board unanimously (i) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, (ii) approved and declared advisable the Support Agreements and the transactions contemplated by the Support Agreements, (iii) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are fair

 

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to, and in the best interests of, the Company and its stockholders (other than holders of Excluded Shares that are not Dissenting Shares), (iv) determined that the Support Agreements and the transactions contemplated by the Support Agreements are fair to, and in the best interests of, the Company and its stockholders, (v) resolved to recommend that the stockholders of the Company vote to adopt the Merger Agreement, and (vi) directed that the Merger Agreement be submitted to the holders of shares of Common Stock for adoption. The Board made its determination after considering a number of factors more fully described in the section entitled “The Merger Proposal (Proposal 1)—Recommendation of the Board and Reasons for the Merger,” beginning on page 54 of this proxy statement.

The Board unanimously recommends that TruBridge stockholders vote “FOR” the Merger Proposal and “FOR” the Named Executive Officer Merger-Related Compensation Proposal.

Record Date; Stockholders Entitled to Vote

Only holders of record of Common Stock at the close of business on [●], 2026, the Record Date, will be entitled to notice of, and to vote at, the Special Meeting or any adjournments or postponements of the Special Meeting. Holders of record of Common Stock are entitled to one vote for each share of Common Stock they own of record at the close of business on the Record Date. At the close of business on [●], 2026, [●] shares of Common Stock were issued and outstanding, held by approximately [●] holders of record. We expect that a similar figure will be outstanding and entitled to vote at the Special Meeting as of the close of business on the Record Date.

Quorum

Under the Bylaws, the presence at the Special Meeting, in person (including virtually) or by proxy, of the holders of record of a majority of the outstanding shares of capital stock entitled to vote at the Special Meeting will constitute a quorum. There must be a quorum for business to be conducted at the Special Meeting.

If you attend the Special Meeting or if you submit (and do not thereafter revoke) a proxy by duly executing and returning a proxy card or by telephone or through the Internet, even if you abstain from voting, your shares of Common Stock will be counted for purposes of determining whether a quorum is present at the Special Meeting. In the event that a quorum is not present at the Special Meeting or additional votes must be solicited to adopt the Merger Agreement, the meeting may be adjourned or postponed in order to solicit additional proxies, which may subject TruBridge to additional expense.

Required Vote

The proposals to be voted on at the Special Meeting require the following votes:

 

•

Approval of 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.

 

•

Approval of the Named Executive Officer Merger-Related Compensation Proposal (on a non-binding basis) requires the affirmative vote of the holders of a majority of the votes cast at the Special Meeting.

Abstentions and Broker Non-Votes

An abstention occurs when a stockholder attends a meeting, in the case of the Special Meeting either in person (including virtually) or by proxy, but abstains from voting. At the Special Meeting, abstentions will be counted as present for purposes of determining whether a quorum exists. Abstaining from voting 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, as only votes cast affirmatively or negatively will be counted.

 

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If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy, the proxy will be voted “FOR” the Merger Proposal and ”FOR” the Named Executive Officer Merger-Related Compensation Proposal.

Broker non-votes are shares held in “street name” by brokers, banks and other nominees that are present or represented by proxy at the Special Meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, bank or other nominee does not have discretionary voting power on such proposal. Because, under applicable stock exchange rules, brokers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to either of the two proposals described in this proxy statement, if a beneficial owner of shares of Common Stock held in “street name” does not give voting instructions to the broker, bank or other nominee, then such shares will not be voted or counted as present in person or by proxy at the Special Meeting. Under applicable stock exchange rules, such shares are not permitted to be voted by the broker, bank or other nominee on either of the two proposals described in this proxy statement. As the vote to approve the Merger Proposal is based on the total number of outstanding shares of our Common Stock entitled to vote thereon at the Special Meeting at the close of business on the Record Date, if you fail to issue voting instructions to your broker, bank or other nominee, it 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, which is non-binding and, assuming that a quorum exists, requires only the affirmative vote of the holders of a majority of the votes cast at the Special Meeting.

Failure to Vote Record Shares

If you are a stockholder of record and you do not sign and return your proxy card by mail or vote over the Internet, by telephone or in person (including virtually) during the Special Meeting, your shares will not be voted at the Special Meeting, will not be counted as present in person or by proxy at the Special Meeting and will not be counted as present for purposes of determining whether a quorum exists.

A failure to vote by a stockholder of record will have no effect on the outcome of the Named Executive Officer Merger-Related Compensation Proposal, assuming that a quorum exists, as only votes cast affirmatively or negatively will be counted. However, the vote to approve the Merger Proposal is based on the total number of outstanding shares of our Common Stock entitled to vote thereon at the Special Meeting at the close of business on the Record Date, not just the shares that are counted as present in person or by proxy at the Special Meeting. As a result, if you fail to vote your shares, it will have the same effect as a vote “AGAINST” the Merger Proposal.

Voting by TruBridge’s Directors and Executive Officers

At the close of business on [●], 2026, directors and executive officers of TruBridge were entitled to vote or otherwise beneficially owned [●] shares of Common Stock representing [●]% of the voting power of the shares of Common Stock issued and outstanding on that date. We expect that a similar figure will be outstanding and entitled to vote at the Special Meeting as of the close of business on the Record Date. The directors and executive officers of TruBridge intend, as of the date of this proxy statement, to vote their shares of Common Stock in favor of the Merger Proposal, although none of TruBridge’s directors and executive officers is obligated to do so, except pursuant to the Support Agreements.

Voting at the Special Meeting

Whether you hold your shares directly as the stockholder of record or beneficially in “street name,” you may direct your vote by proxy without participating in the Special Meeting. You can vote by proxy by one of the following means:

 

•

Virtually: You may vote your shares of Common Stock virtually at the Special Meeting by logging in as a shareholder to the special meeting using your 16-digit control number. You will be able to vote while the polls are open during the Special Meeting. We recommend you submit your vote by proxy prior to the date of the Special Meeting even if you plan to attend the meeting virtually via the internet.

 

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•

By Internet: Go to the website www.proxyvote.com and log in using your 16-digit control number.

 

•

By Telephone: Vote over the telephone by calling the toll-free number indicated on the accompanying proxy card and following the recorded instructions. You will be asked to provide your 16-digit control number included with your shareholder materials.

 

•

By Mail: You may return your completed proxy card and return with the pre-paid business reply envelope. Please return your vote promptly so it can be received prior to the Special Meeting.

Even if you plan to attend the Special Meeting, we encourage you to submit a proxy in advance by Internet, telephone or mail so that your vote will be counted even if you later decide not to attend the Special Meeting.

Regardless of the method you choose to submit a proxy, the individuals named on the enclosed proxy card will vote your shares of Common Stock as you instruct. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of Common Stock should be voted “FOR” or “AGAINST,” or to “ABSTAIN” from voting on, all, some or none of the specific items of business to come before the Special Meeting, including the Merger Proposal and the Named Executive Officer Merger-Related Compensation Proposal.

If you properly sign your proxy card but do not mark the boxes indicating how your shares of Common Stock should be voted on any particular matter, the shares of Common Stock represented by your properly signed proxy will be voted as recommended by the Board, which means your shares of Common Stock will be voted “FOR” the Merger Proposal and “FOR” the Named Executive Officer Merger-Related Compensation Proposal.

Stockholders who are entitled to vote at the Special Meeting may attend the Special Meeting virtually. Even if you plan to attend the Special Meeting, you are strongly encouraged to vote your shares by proxy.

Revocation of Proxies

You can change or revoke your proxy at any time before the final vote at the Special Meeting by:

 

•

submitting a later dated proxy (including a proxy submitted through the internet at www.proxyvote.com, by telephone or by proxy card);

 

•

notifying TruBridge’s Corporate Secretary at TruBridge, Inc., Attn: Corporate Secretary, 54 St. Emanuel Street, Mobile, Alabama 36602 that you are revoking your proxy; or

 

•

voting in person (including virtually) at the Special Meeting.

Solicitation of Proxies

The Board is soliciting your proxy, and TruBridge will bear the cost of soliciting proxies. TruBridge has engaged Innisfree to assist with the solicitation of proxies. Innisfree will be paid approximately $20,000, plus a contingent success fee of $10,000. TruBridge will reimburse Innisfree for reasonable, documented out-of-pocket expenses and will indemnify Innisfree and its affiliates against certain claims, liabilities, losses, damages and expenses. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, banks and other nominees to the beneficial owners of shares of Common Stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by Innisfree or, without additional compensation, by certain of TruBridge’s directors, officers and employees.

Adjournment

Although it is not currently expected, the Special Meeting may be adjourned or postponed for the purpose of soliciting additional proxies if there are insufficient votes at the time of the Special Meeting to approve the

 

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proposal to adopt the Merger Agreement or if a quorum is not present at the Special Meeting. Pursuant to Article I, Section 1.7 of the Bylaws, approval of the adjournment of the Special Meeting does not require a vote of the holders of Common Stock. The chairperson of any meeting of the stockholders may adjourn the meeting from time to time, subject to certain limitations on the Company’s ability to adjourn or postpone the Special Meeting set forth in the Merger Agreement.

Other Information

You should not send documents representing Common Stock with the proxy card. If the Merger is completed, the paying agent for the Merger will send you transmittal materials and instructions for exchanging your shares of Common Stock for the consideration to be paid to TruBridge stockholders in connection with the Merger.

Questions

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact Innisfree, our proxy solicitor:

Innisfree M&A Incorporated

500 Fifth Avenue, 21st Floor

New York, New York 10110

Shareholders may call toll free: (877) 687-1865

Banks and Brokers may call collect: (212) 750-5833

 

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THE MERGER PROPOSAL

(PROPOSAL 1)

The discussion of the Merger in this proxy statement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and hereby is incorporated by reference into this proxy statement.

The Merger

Upon the terms and subject to the conditions of the Merger Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into TruBridge, the separate corporate existence of Merger Sub will cease, and TruBridge will continue as the Surviving Corporation and wholly owned subsidiary of IKS, and the separate corporate existence of TruBridge will continue unaffected by the Merger. The Merger will have the effects set forth in the Merger Agreement and the relevant provisions of the DGCL.

Effect of the Merger on Common Stock

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each Eligible Share will be converted into the right to receive the Per Share Merger Consideration, and will cease to be outstanding, will be cancelled and will cease to exist.

Background of the Merger

The following is a summary of the principal events, meetings and discussions that are relevant to the decision of the Board to approve the Merger Agreement and recommend that TruBridge’s stockholders adopt the Merger Agreement.

The Board, together with management, regularly reviews and assesses TruBridge’s business, strategies and objectives and evaluates strategic opportunities and alternatives to enhance and maximize stockholder value, including acquisitions, dispositions, other business combinations, partnerships, capital raising activities and other financial and strategic alternatives. These reviews have included discussions as to whether the continued execution of TruBridge’s strategy as a stand-alone company, potential strategic acquisitions or other transactions, or a possible sale of TruBridge, or one of its businesses, to a third party offered the best avenue to maximize stockholder value, and the potential benefits and risks of any such course of action. Additionally, TruBridge periodically has hired third-party advisors to assist with developing and executing TruBridge’s strategy as a stand-alone company.

Beginning in January 2024, Damien Leonard, the President of Pinetree Capital Ltd. and a Managing Director of L6 Holdings Inc. (Pinetree Capital Ltd. and L6 Holdings Inc., together, “Pinetree”), held multiple calls with representatives of management and the Board regarding the business, operations, and future plans of TruBridge, as well as potential changes in the composition of the Board, capital structure, organizational documents and strategy or plans of TruBridge. Representatives of Pinetree, the Board and management discussed various operational, strategic and governance issues, including Pinetree proposing that TruBridge make certain suggested improvements to its corporate governance practices, Board composition, executive compensation practices and capital allocation. On March 12, 2024, Pinetree filed a Schedule 13D with the SEC reporting that Pinetree owned 10.9% of the shares of Common Stock as of March 5, 2024. Representatives of Pinetree, the Board and management continued to discuss various operational, strategic and governance issues, culminating in TruBridge entering into a cooperation agreement with Pinetree on February 11, 2025 (the “Initial Pinetree Cooperation Agreement”). As of February 11, 2025, Pinetree owned 15.0% of the shares of Common Stock, as reported on a Schedule 13D/A filed by Pinetree with the SEC. These discussions among representatives of Pinetree, the Board and management regarding various operational, strategic and governance issues continued periodically throughout 2025. TruBridge also entered into a cooperation agreement with Ocho Investments LLC

 

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(“Ocho”) on February 11, 2025, pursuant to which Andris Upitis, the Head of Ocho and Ocho Capital LLC, and Jerry G. Canada were appointed to the Board, among other things. As of February 11, 2025, Ocho owned 7.5% of the shares of Common Stock, as reported on a Schedule 13D/A filed by Ocho with the SEC.

On August 6, 2025, the Board held a regular quarterly meeting during which the directors and management discussed management’s expectations for financial and operational performance for the remainder of fiscal year 2025 and preliminary estimates for fiscal year 2026 performance. The Board also discussed the potential implications of the expiration on December 31, 2025 of the Initial Pinetree Cooperation Agreement, including Mr. Leonard’s continuing concern regarding TruBridge’s performance. In light of the various strategic risks and opportunities facing TruBridge, during its meeting on August 6, 2025, the Board authorized a working group comprised of Jerry G. Canada, Glenn P. Tobin and Andris Upitis, as well as Christopher L. Fowler, TruBridge’s President and Chief Executive Officer (the “Initial Working Group”), to discuss various strategic alternatives with TruBridge’s previous financial advisor that had been engaged by TruBridge to assist with stockholder activism defense matters.

On August 14, 2025, members of the Initial Working Group met with representatives of the previous financial advisor to discuss various strategic alternatives, including continuing as a stand-alone company and exploring a possible sale of TruBridge, or one of its businesses, to a third party, as well as activism defense matters.

Prior to August 2025, representatives of management had, from time to time, met with representatives of a private equity firm referred to as “Sponsor A” at industry conferences in order to make introductions and participate in high-level discussions regarding TruBridge’s business. There were no discussions of any potential transaction between TruBridge and Sponsor A at these prior meetings.

On August 22, 2025, a representative of Sponsor A contacted Mr. Fowler by telephone to express Sponsor A’s interest in submitting a non-binding indication of interest to the Board to acquire TruBridge. On August 25, 2025, the Initial Working Group and representatives of Maynard Nexsen PC (“Maynard”), regular outside corporate and securities counsel to TruBridge, discussed appropriate next steps, including seeking guidance from the Board regarding how to respond to Sponsor A and engaging outside mergers and acquisitions counsel. Additionally, representatives of Maynard provided the Initial Working Group with an overview of directors’ fiduciary duties when considering an unsolicited offer and a potential sale process.

On August 28, 2025, the Board met, with representatives of management, Maynard, and Sullivan & Cromwell LLP (“S&C”), special outside mergers and acquisitions counsel to TruBridge, in attendance. During the meeting, management discussed with the Board the Company’s long-range financial plan, and the risks and uncertainties associated with this plan. Following discussion, representatives of Maynard discussed with the Board various strategic initiatives, including continuing as a stand-alone company and exploring a possible sale of TruBridge, or one of its businesses, to a third party. Mr. Fowler then provided the Board with a summary of his conversation with a representative of Sponsor A regarding Sponsor A’s interest in submitting a non-binding indication of interest to acquire TruBridge, and the Board, management and the Board’s advisors discussed TruBridge’s prospects as a stand-alone company and potential responses to Sponsor A. Representatives of S&C and Maynard then provided the Board with an overview of directors’ fiduciary duties with respect to the Board’s consideration of the potential indication of interest. After discussion, the Board formed a strategic committee of the Board, comprised of Mark Anquillare, Jerry G. Canada, Amy K. O’Keefe, Glenn P. Tobin and Andris Upitis (the “Strategic Committee”), to assist the Board in evaluating strategic alternatives, including its interactions with Sponsor A. The Strategic Committee was formed for convenience and efficiency, and not to address any potential conflicts of interest. Representatives of S&C and Maynard summarized the potential terms of a confidentiality agreement between TruBridge and Sponsor A, including the structure of a customary standstill provision and exceptions to such provision. The Board expressed support for the Strategic Committee to engage in discussions with Sponsor A. The Board also confirmed its engagement of S&C as its special mergers and acquisitions counsel in light of its familiarity with TruBridge, its expertise in mergers and acquisitions, and its reputation.

 

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Later on August 28, 2025, Mr. Fowler contacted a representative of Sponsor A by telephone to convey the Board’s support for TruBridge to engage in discussions with Sponsor A regarding a potential acquisition of TruBridge. Following this discussion, representatives of Sponsor A submitted a preliminary due diligence request list to TruBridge.

On September 8, 2025, the Board met, with representatives of management, Maynard and the previous third-party financial advisor in attendance. The representatives discussed TruBridge’s stock price, certain comparative financial data and current market conditions, as well as an overview of the public markets, the industry and TruBridge, and comparable benchmarks and peer valuations. A detailed discussion among the Board and its advisors followed regarding the risks and opportunities associated with various strategic alternatives, including TruBridge’s prospects as a stand-alone company and potentially engaging in share repurchases, one or more strategic acquisitions, or a sale of the company. The Board then directed the Strategic Committee to consider engagement of a financial advisor, other than the previous financial advisor, with respect to the strategic review process.

On September 9, 2025, TruBridge and Sponsor A entered into a confidentiality agreement that contained a customary standstill provision (which standstill provision did not prohibit Sponsor A from privately requesting waivers of such provision and terminated upon the entry into the Merger Agreement). Also on September 19, 2025, management provided Sponsor A with responses to its preliminary due diligence request list. Despite the unsolicited outreach on August 22, 2025 regarding Sponsor A’s interest in submitting a non-binding indication of interest to acquire TruBridge, Sponsor A ultimately did not submit any indication of interest to the Board.

On September 22, 2025, the Board met, with representatives of management and Maynard in attendance. Management reported to such members that it had revised TruBridge’s projected financial results for fiscal year 2025 and estimates for fiscal year 2026 performance in order to reflect updates in light of TruBridge’s performance to date and that it was taking longer than expected to improve performance in certain aspects of the business. The Board and management discussed risks and opportunities related to these developments.

On September 29, 2025, the Strategic Committee met, with representatives of S&C in attendance, to discuss the engagement of a financial advisor following their meetings with several financial advisor candidates. At this meeting, the Strategic Committee decided to recommend that the Board engage Solomon Partners Securities LLC (“Solomon”) as financial advisor for the Board with respect to the strategic review process, based on Solomon’s qualifications, expertise, reputation and knowledge of the industry in which TruBridge operates. Following this discussion, the Board approved the engagement of Solomon to assist the Board in its strategic review process and instructed management to negotiate and finalize an engagement letter with Solomon related thereto. For additional information on the engagement of Solomon as financial advisor, see the section entitled “The Merger Proposal (Proposal 1)—Opinion of TruBridge’s Financial Advisor,” beginning on page 63 of this proxy statement. On October 6, 2025, representatives of management delivered management’s current draft of TruBridge’s projected financial results for the remainder of 2025 and 2026 through 2028 (the “September Draft Projections”) to representatives of Solomon, which draft projections were informed by the long-range plan discussed periodically with the Board.

From late September through late October 2025, the Strategic Committee met with representatives of Solomon and S&C on a regular basis and discussed various aspects of the strategic process, including the potential scope of outreach to third parties, the relative advantages and disadvantages of a broad outreach process compared to a more targeted outreach process, the different types of transactions that could be pursued, whether to invite both financial and strategic buyers into the process, how to identify and prioritize various potential bidders, and the potential timing of such a process.

On October 20, 2025, the Board met, with representatives of management, Maynard and TruBridge’s strategic consultant in attendance, in order for management to present to the Board the business strategy and

 

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performance goals for TruBridge’s Financial Health business. The Board and management engaged in an extensive discussion regarding the offshoring transition strategy for this business, including past results and expectations for future performance.

On October 26, 2025, the Board met, with representatives of management, Solomon, S&C and Maynard in attendance. The Board discussed the September Draft Projections and certain assumptions underlying the September Draft Projections with representatives of management and Solomon. Representatives of Solomon provided the Board with their views regarding the parties, including strategic and financial buyers, most likely to be interested in a transaction to acquire TruBridge, and the Board discussed, with input from representatives of Solomon, potential buyers and the potential structure of a buyer outreach process. The Board discussed with the Solomon representatives the scope of information to be provided to interested parties after they entered into confidentiality agreements with TruBridge. Following these discussions, the Board (i) authorized Solomon to reach out to the parties identified by the Board as potential buyers, (ii) approved certain minor modifications that were discussed during the meeting to be made by management to the September Draft Projections and approved such projections (the “October Projections”), and (iii) authorized Solomon to share the October Projections and other relevant diligence information with potential bidders that have signed confidentiality agreements with TruBridge. The Board also instructed management not to discuss or negotiate any terms of potential future employment or compensation with any potential bidder without the Board’s prior authorization.

Beginning on October 27, 2025, representatives of Solomon, at the direction of the Board, reached out to parties regarding a strategic transaction with TruBridge. Between late October and early December 2025, representatives of Solomon contacted 23 strategic buyers (including IKS and the strategic buyer referred to as “Strategic Party A”) and 36 financial buyers (including the financial buyers referred to as “Sponsor B,” “Sponsor C” and “Sponsor D”) regarding the strategic process. Prior to this outreach by Solomon, representatives of management had, from time to time, met with representatives of each of Sponsor B and Sponsor C in order to make introductions and participate in high-level discussions regarding TruBridge’s business, including the potential for a transaction between TruBridge and such party. Of the 59 parties contacted, 18 declined to participate in the process. During this period, TruBridge negotiated confidentiality agreements with potential buyers and ultimately entered into confidentiality agreements with 41 parties, consisting of six strategic buyers and 35 financial buyers, including IKS, Strategic Party A, Sponsor B and Sponsor C. Each such confidentiality agreement contained customary non-disclosure and non-use provisions, and customary standstill provisions (which standstill provisions did not prohibit the applicable bidders from privately requesting waivers of such provisions and which terminated automatically upon TruBridge entering into the Merger Agreement).

Following the execution of such confidentiality agreements, each of these 41 parties received summary information about TruBridge, access to a virtual data room and a written process letter instructing the parties to submit their preliminary indications of interest by December 4, 2025. Of these 41 parties, 13 parties participated in further diligence, which included discussions among representatives of the parties, TruBridge’s management and Solomon and/or the submission of written diligence requests.

On November 5, 2025, the Board held a regular quarterly meeting during which the Board and representatives of management provided an update on TruBridge’s operational and financial performance, including for the third quarter of 2025, as well as the outlook for the fourth quarter and full year 2025 and updated estimates for fiscal year 2026 performance.

On December 4, 2025, Solomon, on behalf of TruBridge, received the following preliminary indications of interest:

 

•

IKS submitted an indication of interest to acquire all outstanding shares of Common Stock at a price of $30.00 per share in cash, equating to an enterprise value of $609 million, subject to satisfactory due diligence and based on assumptions regarding TruBridge’s anticipated net indebtedness, transaction expenses and number of shares of Common Stock outstanding (the “December 4 IKS Offer”);

 

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•

Strategic Party A submitted an indication of interest to acquire all of the assets of the Patient Care segment of TruBridge’s business for between $140 million and $170 million in total consideration subject to satisfactory due diligence; and

 

•

Sponsor B submitted an indication of interest to acquire all outstanding shares of Common Stock for between $28.00 and $30.00 per share in cash subject to satisfactory due diligence.

Representatives of Solomon promptly shared the preliminary indications of interest with the Board.

On December 6, 2025, the Board met, with representatives of management, Solomon, S&C and Maynard in attendance, to discuss the various terms of the preliminary indications of interest. Representatives from S&C provided the directors with an overview of their fiduciary duties in connection with evaluating the preliminary indications of interest and potential strategic alternatives. Representatives of Solomon described the terms of the various indications of interest received to date, including the implied equity and enterprise values of each, and the due diligence efforts of each party to date, and provided perspectives on the identified bidders. Additionally, the Board discussed with its advisors the indication of interest submitted by Strategic Party A to acquire all of the assets of the Patient Care segment, with the Board ultimately determining that it would be difficult to consummate this type of transaction without a partner to also acquire the Financial Health segment and instructing Solomon to identify parties with potential interest in the Financial Health segment to pair with Strategic Party A. Representatives of Solomon also provided the Board with feedback received from the parties who declined to continue participating in the process, and provided an update with respect to the parties who had indicated interest in participating in the process but had either not yet submitted an offer or not yet entered into a confidentiality agreement. As part of these discussions, representatives of management and Solomon noted that, while they had engaged in several process and due diligence calls with the potential bidders contacted by Solomon beginning in late October 2025, only IKS and Sponsor B had maintained consistent activity with TruBridge and continued to follow up with substantive supplemental diligence requests during that period. Strategic Party A had engaged in diligence as well, but only related to its interest in the Patient Care segment of the business. The Board then discussed with its advisors and management potential next steps, including potential timing for soliciting an updated round of offers. Following these discussions, the Board instructed its advisors and management to admit each of the bidders to the next round of the process, and to continue to actively encourage all potential bidders (including Sponsor C) to submit initial proposals to the Board for its evaluation.

Between December 8, 2025 and December 9, 2025, representatives of Solomon, acting at the direction of the Board, contacted the current and potential bidders to encourage them to engage in due diligence and to invite them to meet with representatives of management for an in-person presentation, and notified each of IKS and Sponsor B that they would be progressing forward in the bidding process. Representatives of Solomon also conveyed to Strategic Party A that the Board preferred not to pursue a transaction only involving the Patient Care segment, but Solomon would work to find a partner interested in acquiring the Financial Health segment to pair with Strategic Party A.

Representatives of management delivered in-person presentations to representatives of Sponsor B on December 15, 2025, and representatives of IKS on December 17, 2025. Between December 8, 2025 and January 28, 2026, each of IKS and Sponsor B continued in its due diligence process, and representatives of management and Solomon provided each of IKS and Sponsor B with additional diligence information through the virtual data room and conducted multiple calls among representatives of the parties. Also during this time, representatives of management and Solomon provided Strategic Party A with additional diligence information, and representatives of management, with the assistance of Solomon, evaluated the risks and opportunities associated with a potential sale to Strategic Party A of only the Patient Care segment of TruBridge’s business.

On December 8, 2025, Sponsor C submitted a preliminary indication of interest to Solomon to acquire all outstanding shares of Common Stock for $30.00 per share in cash subject to satisfactory due diligence. Representatives of Solomon promptly shared the preliminary indication of interest with the Board. TruBridge

 

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management, with the advice of Solomon, recommended that Sponsor C be invited to conduct diligence and continue into the second round based on the Board’s instructions during its December 6^{th meeting. Representatives of Solomon, acting at the direction of TruBridge’s management, delivered this message to Sponsor C on December 9, 2025. Representatives of management delivered an in-person presentation to representatives of Sponsor C on December 18, 2025; however, Sponsor C subsequently did not submit any meaningful additional diligence requests.}

Also on December 8, 2025, representatives of Solomon contacted an additional strategic buyer and TruBridge negotiated and entered into a confidentiality agreement with such party; however, after receiving the executive summary, this party did not conduct any diligence.

On December 11, 2025, the Board met, with representatives of management, S&C and Maynard in attendance. Representatives of management led a discussion with the Board related to management’s updated estimates for fiscal year 2026 performance compared to the estimates discussed with the Board on November 5, 2025, highlighting incremental risks to revenue due to higher than expected client attrition and lower than expected bookings in the Financial Health business, as well as a mitigation plan to offset these factors. A robust discussion among the directors and representatives of management ensued, following which the Board approved the updated estimates for fiscal year 2026 performance. The updated estimates for fiscal year 2026 performance were subsequently provided to Solomon and incorporated into the October Projections.

On December 13 and December 20, 2025, representatives of Solomon received inbound calls from two additional potential bidders indicating their potential interest in submitting a proposal to acquire TruBridge, including the financial buyer referred to as “Sponsor E” and the strategic buyer referred to as “Strategic Party B.” Between mid-December 2025 and early January 2026, TruBridge negotiated and entered into confidentiality agreements with Sponsor E and Strategic Party B. Each such confidentiality agreement contained customary standstill provisions (which standstill provisions did not prohibit the applicable bidders from privately requesting waivers of such provisions and which terminated upon the entry into the Merger Agreement). Sponsor E and Strategic Party B conducted diligence through the virtual data room during January 2026. Sponsor E subsequently informed Solomon that it would not be submitting an indication of interest, citing offshoring and cross-sell execution risk.

On December 22, 2025, representatives of Solomon, acting at the direction of the Board, delivered a written process letter to the remaining interested parties, including IKS, instructing the parties that final offers should be submitted by January 28, 2026. A written process letter was not delivered to Strategic Party B, but representatives of Solomon verbally conveyed the deadline for final offers of January 28, 2026.

On January 7, 2026, following expiration of the Initial Pinetree Cooperation Agreement, TruBridge entered into a new cooperation agreement with Pinetree, pursuant to which Mr. Leonard was appointed to the Board, among other things. At this time, he was also informed of TruBridge’s potential sale process. As of January 7, 2026, Pinetree owned 19.9% of the shares of Common Stock, as reported on a Schedule 13D/A filed by Pinetree with the SEC.

On January 8, 2026, an auction draft of the Merger Agreement was posted to the virtual data room.

On January 13, 2026, representatives of Solomon, at the direction of the Board, introduced Strategic Party A, which previously had indicated interest in acquiring the Patient Care segment, to Sponsor D, which had indicated to Solomon on December 1, 2025, interest in acquiring the Financial Health segment. Sponsor D conducted diligence through the virtual data room during mid and late January 2026 and representatives of management and Sponsor D conducted a diligence call on January 29, 2026. Representatives of Solomon notified Strategic Party A and Sponsor D of the January 28, 2026 deadline for the submission of final offers.

Representatives of Katten Muchin Rosenman LLP (“Katten”), legal advisor to IKS, provided an initial markup of the Merger Agreement on January 20, 2026, in which IKS made the following proposals and

 

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modifications (among others): (1) the termination fee payable by TruBridge under certain circumstances, as more fully described below in the section entitled “The Merger Agreement—Termination Fees,” beginning on page 118 of this proxy statement, would be equal to 3% of TruBridge’s equity value at the offer price; (2) the reverse termination fee payable by IKS under certain circumstances, as more fully described below in the section entitled “The Merger Agreement—Termination Fee,” would be equal to 5% of TruBridge’s equity value at the offer price and would not be paid upon regulatory failure; (3) IKS would not be required to take any remedial actions (including divesting assets or agreeing to behavioral remedies) in order to obtain the requisite regulatory approvals; (4) a cap on the aggregate liability of all parties; and (5) the parent entity in the transaction would be IKS’s existing U.S. subsidiary, without any TopCo involvement. An initial draft of TruBridge’s disclosure schedules was delivered to IKS on January 24, 2026.

Representatives of Katten and S&C had a call on January 25, 2026 to discuss S&C’s initial feedback on Katten’s markup of the Merger Agreement and to discuss some open questions that remained in the draft, including any required IKS shareholder approvals, whether TopCo would be a party to the Merger Agreement (or provide any guarantee thereunder) and the terms and timing of financing documentation, which had not yet been provided.

On January 19, 2026, Strategic Party B submitted an indication of interest to Solomon to acquire all outstanding shares of Common Stock at a price of $28.00 per share in cash subject to satisfactory due diligence (the “January 19 Strategic Party B Offer”). Representatives of Solomon promptly shared the January 19 Strategic Party B Offer with the Board. Between January 20, 2026 and mid-February, 2026, Strategic Party B conducted diligence through the virtual data room and representatives of Solomon, management and Strategic Party B conducted multiple diligence calls, and TruBridge’s management delivered an in-person presentation to Strategic Party B on February 10, 2026.

Representatives of management and IKS met in person on January 21, 2026, January 22, 2026 and January 27, 2026, with representatives of Solomon in attendance, to discuss TruBridge’s business and certain legal, financial and operational due diligence matters, as well as how a potential transaction with TruBridge might accelerate achievement of IKS’s strategic objectives.

On January 28, 2026, the Board met, with representatives of management, Solomon, S&C and Maynard in attendance. Representatives of Solomon reviewed with the Board the status of due diligence efforts of each of IKS, Sponsor B, Strategic Party A / Sponsor D and Strategic Party B, and provided their perspectives on the backgrounds of each of the potential bidders. The Board then discussed with representatives of management and Solomon TruBridge’s preliminary financial results for the fiscal year ended December 31, 2025 and estimated projections for fiscal year 2026 performance. The Solomon representatives presented information on TruBridge’s stock price, certain comparative financial data, current market conditions, as well as preliminary views of valuation. The Board discussed with representatives of management and Solomon the preliminary indications of interest received by TruBridge, including the December 4 IKS Offer. The Board and representatives of S&C discussed Solomon’s relationships with the potential bidders, and the Board determined that such relationships were not material and would not affect Solomon’s ability to represent and advise TruBridge, the Board and the Strategic Committee. Representatives from S&C then provided the directors with a detailed summary of their fiduciary duties in connection with evaluating the indications of interest received to date and potential strategic alternatives. The Board discussed with representatives of management and the Board’s advisors how to evaluate offers in light of various strategic alternatives, including continuing to operate as a stand-alone company, as well as management’s level of confidence in its estimates for fiscal year 2026 performance.

On January 28, 2026, Solomon, on behalf of TruBridge, received the following revised offers:

 

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IKS submitted a revised offer to acquire all outstanding shares of Common Stock at an enterprise value of $609 million in cash, subject to satisfactory due diligence, which revised purchase price was based on additional diligence conducted since the December 4 IKS Offer and took into account updated assumptions regarding TruBridge’s anticipated net indebtedness, transaction expenses, the number of

 

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shares of Common Stock outstanding and potential litigation concerning the earnout provision in the October 16, 2023 Securities Purchase Agreement, pursuant to which the Company acquired Viewgol, LLC (the “January 28 IKS Offer”), which January 28 IKS Offer also included a request that TruBridge grant IKS a period of exclusivity to expire on February 28, 2026, with an automatic fifteen-day extension, and was accompanied by a highly confident letter from a potential source of funding. The January 28 IKS Offer also stated that the enterprise value of $609 million equated to a price of $27.72 per share, but the final per share price would be determined at the time the Merger Agreement was signed, and that, based on the contemplated structure, TopCo shareholder approval would be required for the transactions; and

 

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Sponsor B submitted a revised offer to acquire all outstanding shares of Common Stock at a price of $23.50 per share in cash subject to satisfactory due diligence, which revised purchase price was based on additional diligence conducted since Sponsor B’s preliminary indication of interest submitted on December 4, 2025, and which offer was accompanied by a non-binding bank support letter from JPMorgan Chase Bank, N.A., dated January 26, 2026, and a non-binding indication of financing interest letter from Ares Capital Corporation, dated January 27, 2026.

Representatives of Solomon promptly shared the revised offers with the Board. On January 28, 2026, the closing price of the Common Stock was $20.10 per share.

On January 30, 2026, the Board met, with representatives of management, Solomon, S&C and Maynard in attendance, to discuss the various terms of the revised offers. Representatives of Solomon reviewed with the Board the steps taken in the strategic review process thus far and details regarding the January 28 IKS Offer and the revised offer submitted by Sponsor B on January 28, 2026, including implied equity and enterprise values, financing conditions, and remaining diligence issues. The Board discussed with its advisors and management the likelihood of any other party submitting a superior offer, noting that Sponsor C had failed to submit a revised offer on January 28, 2026. Representatives of Solomon reported that Strategic Party A / Sponsor D and Strategic Party B were continuing to evaluate the opportunity and had been instructed by Solomon to expedite their diligence. As part of these discussions, representatives of management and Solomon noted that, while they had engaged in several process and due diligence calls with potential bidders since late October 2025, only IKS and Sponsor B had maintained consistent activity with TruBridge; however, Sponsor B still had substantial diligence work to conduct and had not yet engaged third-party advisors or submitted a markup of the Merger Agreement. The Board determined that it was not interested in continuing discussions with Sponsor B on the terms of its revised offer submitted on January 28, 2026, and the Board requested that Solomon convey this message to representatives of Sponsor B. Representatives of Solomon also provided the Board with feedback from the parties who declined to continue to participate in the process. Representatives of S&C presented the key terms of the current draft of the Merger Agreement with IKS, noting that Katten and S&C were in active negotiations regarding various terms, including the TopCo shareholder vote required in connection with the debt financing (with such approval requiring the affirmative vote of 75% of the votes cast by the TopCo shareholders voting on the debt financing) and the amount and triggers of termination fees payable upon certain events. Following these discussions, the Board instructed management and the Board’s advisors to engage in negotiations with IKS to seek to improve the terms of its proposal, with an emphasis on completing its diligence and making progress on obtaining its debt financing commitment. Additionally, the Board discussed with its advisors the potential timeline, including disclosure requirements upon the occurrence of various events.

Following the Board meeting, representatives of Solomon, acting at the direction of the Board, contacted IKS to confirm that IKS should continue to complete diligence and make progress on its debt financing commitment. Between January 30, 2026 and the signing of the Merger Agreement, representatives of IKS and its advisors engaged in extensive due diligence, including participating in several telephonic due diligence calls and submitting multiple rounds of supplemental due diligence requests. Representatives of Solomon, acting at the direction of the Board, also contacted Sponsor B to convey that the Board was not interested in continuing discussions with Sponsor B on the terms of its revised offer submitted on January 28, 2026.

 

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On February 3, 2026, representatives of Solomon provided the Board with an update on the status of diligence being conducted by each of IKS, Sponsor B and Strategic Party B, as well as Solomon’s conversations regarding the process with each party. Representatives of Solomon noted that they had conveyed to representatives of Strategic Party B that, in order to move forward in the process, Strategic Party B needed to provide a markup of the Merger Agreement, financing commitments and a potential timeline to signing the Merger Agreement.

On February 4, 2026, the Board held a regular quarterly meeting during which the Board discussed with representatives of management TruBridge’s operational and financial performance for the fourth quarter of 2025, as well as management’s updated estimates for fiscal year 2026 performance. The Board also discussed with representatives of management various risks to the estimates for fiscal year 2026, particularly in comparison to the risks related to the Financial Health business and the related revenue mitigation plan that were discussed with the Board during its December 11, 2025 meeting. The Board also approved certain minor modifications to the October Projections, reflecting the improved estimated Adjusted EBITDA for fiscal year 2026, and approved such projections (the “Projections”), as described in the section entitled “The Merger Proposal (Proposal 1)—Financial Forecasts and Financial Projections” beginning on page 60 of this proxy statement.

On February 5, 2026, representatives of S&C delivered an updated draft of the Merger Agreement to Katten. For the next several weeks, representatives of TruBridge, Solomon, S&C, Maynard, Cyril Amarchand Mangaldas, Indian counsel to TruBridge (“CAM”), IKS, Katten and Shardul Amarchand Mangaldas & Co, Indian counsel to TopCo (“SAM”) engaged frequently with respect to the negotiation and exchange of drafts of the Merger Agreement (including with respect to the amounts of the termination fee payable by TruBridge and the reverse termination fee payable by IKS, the regulatory efforts standard of IKS, commitments of TopCo with respect to obligations under the Merger Agreement, payment triggers for the termination fees, and availability of damages for loss of the economic benefit to the TruBridge stockholders of the transactions contemplated by the Merger Agreement upon a termination scenario). Through these discussions, IKS indicated that they would be willing to increase the reverse termination fee to 6%, but they would be unwilling to move from a 3% termination fee, as they indicated they had proposed a customary fee level and were unwilling to go to a lower amount, which TruBridge ultimately accepted. IKS also agreed to include the concept of damages based on the loss of economic benefit, subject to a cap equal to the reverse termination fee amount, and for the regulatory efforts obligations in the Merger Agreement related to obtaining requisite regulatory approvals, including remedial actions, divesting assets and behavioral remedies, to apply to both IKS and TruBridge. TruBridge also repeatedly indicated that, to the extent the transaction required approval by the TopCo shareholders, it was imperative that IKS secure voting commitments from certain of its largest shareholders.

Also on February 5, 2026, representatives of Solomon, acting at the direction of the Board, conveyed to Strategic Party A / Sponsor D that the Board was currently interested in pursuing a transaction involving the whole company, but would inform Strategic Party A / Sponsor D should circumstances change.

On February 6, 2026, the Board authorized Solomon to share the Projections with bidders, and on February 7, 2026, representatives of Solomon shared the Projections with IKS, Strategic Party A / Sponsor D, Strategic Party B and Sponsor B.

On February 9, 2026, the Board met, with representatives of management, Solomon, S&C and Maynard in attendance. Representatives of Solomon provided the Board with an update regarding the status of IKS’s progress toward completing diligence and finalizing its debt financing commitment. The Board discussed with its advisors various strategies for encouraging IKS to improve the terms of its offer, and the Board instructed Solomon to convey to IKS that the Board was willing to consider granting exclusivity to IKS if it improved the terms of its offer. Representatives of Solomon also noted that Sponsor B had verbally indicated to Solomon that its proposed purchase price for the Common Stock remained in the range of $24.00 to $25.00. The Board concluded that Sponsor B’s offer was not sufficient in light of other offers received, including the January 28 IKS Offer, and re-affirmed its decision not to move forward with Sponsor B in a potential transaction. Additionally,

 

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representatives of S&C provided the Board with a status update on S&C’s negotiations with Katten on the Merger Agreement, noting the most significant remaining issues, including the amount of the termination fees payable upon certain events and the scope of various interim operating covenants.

Following the Board meeting, representatives of Solomon informed IKS that the Board was willing to consider granting exclusivity to IKS if it improved the terms of its offer.

On February 12, 2026, IKS submitted a revised offer to Solomon, on behalf of TruBridge, to acquire all outstanding shares of Common Stock at an enterprise value of $626.77 million in cash, subject to satisfactory due diligence, which revised purchase price was based on additional diligence conducted since the January 28 IKS Offer and took into account updated assumptions regarding TruBridge’s anticipated net indebtedness, transaction expenses, the number of shares of Common Stock outstanding and potential litigation concerning the earnout provision in the October 16, 2023 Securities Purchase Agreement, pursuant to which the Company acquired Viewgol, LLC (the “February 12 IKS Offer”), which February 12 IKS Offer also included a request that TruBridge grant IKS a period of exclusivity to expire on March 12, 2026, with an automatic fifteen-day extension. The February 12 IKS Offer also stated that the enterprise value of $626.77 million equated to a price of approximately $28.86 per share, but the final per share price would be determined at the time the Merger Agreement was signed. Representatives of Solomon promptly shared the February 12 IKS Offer with the Board. On February 12, 2026, the closing price of the Common Stock was $18.85 per share.

Also on February 12, 2026, representatives of Solomon conveyed to Strategic Party B that, in order to move forward in the process, Solomon needed to understand whether Strategic Party B could improve the terms of the January 19 Strategic Party B Offer and also that Strategic Party B needed to provide a markup of the Merger Agreement. Subsequently on that same day, Strategic Party B submitted to Solomon an initial list of issues to discuss in the auction draft of the Merger Agreement and a proposed timeline for a potential transaction, reflecting that Strategic Party B needed at least two additional weeks of diligence before submitting a revised proposal. Representatives of Solomon promptly shared the issues list and proposed timeline with the Board.

On February 13, 2026, the Board met, with representatives of management, Solomon, S&C and Maynard in attendance, to discuss the terms of the February 12 IKS Offer. Representatives of Solomon reviewed with the Board the terms of the February 12 IKS Offer, noting the revised enterprise value and implied per share price and that IKS had requested that TruBridge grant IKS a period of exclusivity to expire on March 12, 2026, with an automatic fifteen-day extension. The Board discussed with its advisors the merits of granting exclusivity to IKS. Representatives of Solomon also reported that Sponsor B had verbally indicated that its proposed purchase price remained in the range of $24.00 to $25.00 per share, subject to continued due diligence, and that Strategic Party B had submitted an initial list of Merger Agreement issues and a proposed timeline for a potential transaction, but at least two more weeks of diligence would be required before Strategic Party B could submit a revised proposal. Representatives of Solomon also reported that Strategic Party B had been more engaged in the due diligence process than Sponsor B, but Strategic Party B’s efforts were focused on the Patient Care segment of TruBridge’s business. Representatives of management and Solomon confirmed that they did not expect to receive a proposal from a current or potential bidder in excess of IKS’s latest proposal based on the information available. Representatives of S&C presented the key terms of the current draft of the Merger Agreement, noting that Katten and S&C were in active negotiations regarding various terms, including the termination fees payable upon certain events, the scope of various interim operating covenants, and potential support agreements to be entered into by TruBridge with certain of its stockholders. Following these discussions, the Board (i) instructed representatives of Solomon to encourage IKS to increase its enterprise value of TruBridge to $645 million (which, based on IKS’s assumptions at the time, equated to a price of $30.03 per share), and convey to IKS that the Board was willing to grant IKS exclusivity if it increased its enterprise value of TruBridge, and (ii) authorized representatives of S&C to negotiate the terms of an exclusivity agreement with IKS such that the exclusivity period would expire on February 27, 2026, with an optional one-week extension.

Following the Board meeting, representatives of Solomon, acting at the direction of the Board, informed IKS that the Board was willing to grant IKS exclusivity if it increased its enterprise value of TruBridge.

 

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Representatives of Solomon also provided IKS with certain proposed transaction terms. Also following the Board meeting, representatives of S&C provided Katten with an initial draft of an Exclusivity Agreement in accordance with the Board’s directions, such that the exclusivity period would expire on February 27, 2026, with an optional one-week extension. On February 17, 2026, representatives of IKS delivered to Solomon a revised draft of the Exclusivity Agreement providing for an exclusivity period that would expire on March 13, 2026, with an optional one-week extension. Representatives of IKS also indicated to Solomon that IKS could not offer more than $28.86 per share as set forth in the February 12 IKS Offer, which information was relayed to the Board by representatives of Solomon.

On February 14, 2026, representatives of Solomon spoke with Strategic Party B and confirmed that Strategic Party B was unable to submit a revised proposal at that time to acquire all outstanding shares of Common Stock, but Strategic Party B would be interested in submitting a proposal to acquire the Patient Care segment.

On February 17, 2026, Strategic Party B submitted a revised offer to Solomon, on behalf of TruBridge, to acquire the Patient Care segment of TruBridge’s business for $150 million in total consideration, subject to satisfactory due diligence. Solomon promptly shared the revised offer with the Board. In light of Strategic Party B’s interest in pursuing a transaction involving only the Patient Care segment, and its limited diligence conducted to that point, the Board determined that it was not interested in pursuing a transaction with Strategic Party B at that time.

On February 18, 2026, the Board met, with representatives of management, Solomon, S&C and Maynard in attendance. Representatives of S&C presented the remaining open issues in the Merger Agreement, including the termination fees payable upon certain events. The Board authorized S&C to continue to negotiate and provided direction on how to do so, taking into account the Board’s desire to obtain an increased per share price for the Common Stock. The Board discussed with representatives of Solomon the enterprise value proposed by IKS, with representatives of Solomon suggesting that it would be more appropriate for IKS to take into account TruBridge’s projected debt as of June 30, 2026 (versus the current debt level) to value TruBridge. Representatives of S&C reported to the Board that IKS had submitted a request for exclusivity through March 13, 2026, with an optional one-week extension, and the Board authorized representatives of S&C to submit a counterproposal for the exclusivity period to expire on March 5, 2026, with an optional one-week extension. On February 19, 2026, the parties entered into an Exclusivity Agreement providing for an exclusivity period that would expire on March 5, 2026, with an optional one-week extension.

On February 19, 2026, representatives of Solomon informed each of Sponsor B, Strategic Party A / Sponsor D and Strategic Party B that TruBridge had entered into exclusivity with another party.

On February 26, 2026, the Strategic Committee met, with representatives of management, Solomon, S&C and Maynard in attendance, to discuss the remaining open issues in the Merger Agreement. Representatives of S&C provided the Board with an overview of TruBridge’s and IKS’s positions on various topics, including IKS’s obligation to secure voting commitments from certain of the TopCo shareholders, the termination fees payable upon certain events, interim operating covenants, other deal protections, and TruBridge’s anticipated transaction expenses. The members of the Strategic Committee gave the representatives of S&C guidance on negotiating these points.

Throughout early March, representatives of TruBridge, Solomon, S&C, Maynard, CAM, IKS, Katten and SAM continued to engage with respect to the negotiation and exchange of drafts of the Merger Agreement. Through these negotiations, IKS ultimately agreed to TruBridge’s proposals to require certain major TopCo shareholders, who beneficially own approximately 62% of TopCo’s equity shares in the aggregate, to enter into support agreements for the TopCo shareholder vote required in connection with the debt financing. IKS also agreed to pay a reverse termination fee if the TopCo shareholder approval was not obtained, and to add TopCo as a party to the Merger Agreement for the purpose of undertaking obligations relating to TopCo’s guarantee of the debt financing, the use of reasonable best efforts to obtain the TopCo shareholder approval and the enforcement

 

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of the support agreements with such TopCo shareholders. IKS also made clear that they would not entertain TruBridge’s proposal of a reverse termination fee payment by IKS in the event of regulatory failure.

On March 5, 2026, the Board met, with representatives of management, Solomon, S&C and Maynard in attendance, to discuss IKS’s request to extend the exclusivity period such that it would expire on March 13, 2026, which request was conveyed by representatives of IKS to representatives of Solomon. Representatives of Solomon reported to the Board on IKS’s progress toward completing its diligence and finalizing its debt financing commitment, and the Board discussed with its advisors the impact of certain of TruBridge’s anticipated transaction expenses on the per share merger consideration in light of IKS’s calculated enterprise value of TruBridge. The Board instructed representatives of Solomon to send to IKS an updated calculation of the per share merger consideration based on TruBridge’s enterprise value reflected in the February 12 IKS Offer and the updated anticipated net indebtedness, transaction expenses and number of shares of Common Stock outstanding. Representatives of S&C then provided the Board with an update regarding the remaining open issues in the Merger Agreement, including IKS’s obligation to secure voting commitments from certain of the TopCo shareholders (who beneficially own approximately 62% of TopCo’s equity shares) and the triggers for payment of termination fees. The Board approved Solomon’s use of the Projections in preparing Solomon’s fairness opinion and authorized representatives of S&C to facilitate the execution of an extension of the Exclusivity Agreement. On March 5, 2026, the parties entered into an extension of the Exclusivity Agreement such that the exclusivity period would expire on March 12, 2026.

Later on March 5, 2026, as instructed by the Board, representatives of Solomon sent to IKS an updated calculation of the per share merger consideration based on TruBridge’s enterprise value reflected in the February 12 IKS Offer and the updated anticipated net indebtedness, transaction expenses and number of shares of Common Stock outstanding, which calculation resulted in a price of $30.45 per share. Representatives of Solomon and IKS discussed this calculation on March 6, 2026.

On March 7, 2026, representatives of Katten sent to S&C initial drafts of a Voting and Support Agreement to be entered into between TruBridge and each of its two largest stockholders, Pinetree and Ocho (collectively, the “Company Support Agreements”).

On March 9, 2026, IKS submitted a revised offer to Solomon, on behalf of TruBridge, to acquire all outstanding shares of Common Stock at a price of $26.00 per share in cash subject to satisfactory due diligence, which revised purchase price took into account (i) additional diligence conducted since the February 12 IKS Offer, including related to client attrition, (ii) updated assumptions regarding TruBridge’s anticipated net indebtedness, transaction expenses and number of shares of Common Stock outstanding, and (iii) deteriorating macroeconomic conditions (the “March 9 IKS Offer”). Solomon promptly shared the March 9 IKS Offer with the Board. On March 9, 2026, the closing price of the Common Stock was $18.47 per share. IKS also shared initial drafts of a debt commitment letter, financing term sheet, fee letter and syndication letter (the “Debt Commitment Documents”) with Solomon, who then shared those materials with S&C.

On March 9, 2026, the Strategic Committee met, with representatives of management, Solomon, S&C and Maynard in attendance, to discuss the terms of the March 9 IKS Offer. Representatives of Solomon provided the Strategic Committee with their views on the status of the negotiations between TruBridge and IKS, including the status of IKS’s debt financing commitment. Representatives of S&C reported on the remaining open issues relating to IKS’s debt financing commitment. Following a discussion regarding the risks and opportunities associated with the March 9 IKS Offer, the Strategic Committee instructed management and the Board’s advisors to cease negotiations until after the release of TruBridge’s financial results for the fourth quarter and full year ended December 31, 2025. The Strategic Committee also instructed representatives of Solomon to convey to IKS that the Board was unwilling to continue in negotiations on the terms of the March 9 IKS Offer, including the proposed price of $26.00 per share, in light of concerns with the certainty of the debt financing commitment and the need for additional work to finalize the terms of the Debt Commitment Documents with improved certainty of funding and that IKS should work toward finalizing the Debt Commitment Documents. Following this meeting, representatives of Solomon conveyed the Board’s message to IKS.

 

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On March 10, 2026, after IKS ultimately accepted TruBridge’s proposal to require certain major TopCo shareholders, who beneficially own approximately 62% of TopCo’s equity shares in the aggregate, to enter into support agreements for the TopCo shareholder vote required in connection with the debt financing, representatives of Katten sent to S&C an initial draft of such Voting and Support Letter to be delivered by TopCo’s largest shareholders (the “TopCo Support Agreement”).

On March 11, 2026, the Board met, with representatives of management, Solomon, S&C and Maynard in attendance. Representatives of S&C provided the Board with an update on the status of IKS’s debt financing commitment, noting the various conditions precedent reflected in the Debt Commitment Documents and the outstanding diligence items that IKS’s lenders needed to receive before finalizing their debt financing commitment. The Board discussed with its advisors the various market, disclosure and communication risks associated with announcing a transaction at various times in light of the upcoming release of TruBridge’s financial results for the fourth quarter and full year ended December 31, 2025, and the Board instructed representatives of S&C to seek to make progress to improve the certainty of IKS’s debt financing commitment.

On March 13, 2026, the Board met, with representatives of management, Solomon, S&C and Maynard in attendance. Representatives of S&C provided the Board with an update on the status of IKS’s debt financing commitment, including the potential timing for IKS to obtain a sufficiently firm debt financing commitment package. The Board confirmed the Strategic Committee’s prior decision to cease negotiations until IKS obtained a sufficiently firm debt financing commitment package. The Board also instructed representatives of Solomon to convey to IKS that the Board was not willing to re-engage in negotiations unless IKS increased the proposed price above $26.00 per share and IKS’s debt financing commitment was substantially complete with improved certainty of funding. Following this meeting, representatives of Solomon conveyed the Board’s message to IKS.

On March 17, 2026, representatives of IKS sent a draft Exclusivity Agreement to Solomon, on behalf of TruBridge, pursuant to which TruBridge would grant IKS a period of exclusivity to expire on March 31, 2026, with an optional one-week extension. IKS also delivered to S&C further revised drafts of the Debt Commitment Documents following further negotiations between IKS and the Debt Financing Sources.

On March 17, 2026, TruBridge filed a Form 12b-25 disclosing that it would not timely file its 2025 Form 10-K due to the identification of certain out-of-period errors in previously issued financial statements and related material weaknesses in internal control over financial reporting, which issues were previously discussed with TruBridge’s Audit Committee of the Board. On March 17, 2026, the closing price of the Common Stock was $15.75 per share.

On March 18, 2026, the Strategic Committee met, with representatives of management, Solomon, S&C and Maynard in attendance, to discuss the status of IKS’s debt financing commitment, noting the various conditions precedent that remained in the current documents and how these conditions interacted with certain terms of the Merger Agreement. The Strategic Committee, after discussion with its advisors, authorized Solomon to re-engage in negotiations with IKS and authorized S&C to negotiate a new Exclusivity Agreement such that the exclusivity period would expire on March 25, 2026.

Following this meeting, representatives of Solomon conveyed the Board’s message to IKS.

On March 24, 2026, IKS submitted a revised offer to Solomon, on behalf of TruBridge, to acquire all outstanding shares of Common Stock at a price of $26.25 per share in cash (the “March 24 IKS Offer”). The March 24 IKS Offer also included a request that TruBridge grant IKS a period of exclusivity to expire on April 10, 2026, with an optional one-week extension. Solomon promptly shared the March 24 IKS Offer with the Board. On March 24, 2026, the closing price of the Common Stock was $14.87 per share.

On March 24, 2026, representatives of S&C sent revised drafts of the Debt Commitment Documents to IKS. The revised documents included updates intended to improve the certainty of funding from the Debt Financing Sources, with particular focus on the conditions precedent to financing. For the next several weeks, representatives of TruBridge, S&C, IKS, Allen Overy Shearman Sterling (“AOS”), debt financing counsel to

 

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IKS, and Linklaters LLP, debt financing counsel to the Debt Financing Sources, continued to engage with respect to the negotiation and exchange of drafts of the Debt Commitment Documents. Through these negotiations, the parties sought to secure firmer debt financing commitments with increased funding certainty.

On March 26, 2026, the Board met, with representatives of management, Solomon, S&C and Maynard in attendance, to discuss the terms of the March 24 IKS Offer. Representatives of Solomon reviewed with the Board the terms of the March 24 IKS Offer, noting the implied equity and enterprise values of the revised per share price. Representatives of Solomon also reviewed with the Board TruBridge’s stock price performance and stock prices of healthcare information technology companies during 2026, noting the potential impact of AI, as well as the present value of TruBridge’s future stock price compared to the March 24 IKS Offer. The Board discussed with management and the Board’s advisors the risks and opportunities associated with management’s current estimates for fiscal year 2026 performance, including TruBridge’s current trading multiple and the likelihood of achieving greater or lesser multiples in the future. The Board also discussed the terms of the March 24 IKS Offer in light of the risks and opportunities facing TruBridge if it continued to operate as a stand-alone company, as well as expected future performance and market dynamics more generally. Following these discussions, the Board instructed representatives of Solomon to convey to IKS that the Board was supportive of a transaction at a per share price of not less than $26.25 per share but that TruBridge had not yet secured support for the potential transaction from TruBridge’s largest stockholder, Pinetree. The Board authorized S&C to negotiate a new Exclusivity Agreement expiring on April 6, 2026. Representatives of S&C then provided the Board with an overview of various process points, including potential disclosures around the transaction and material open issues that remained in the Merger Agreement, including the interim operating covenants and the termination fees payable upon certain events. The Board provided direction on how to approach further negotiations on these topics. Finally, representatives of S&C provided an update on the status of IKS’s debt financing commitment.

Following this meeting, representatives of Solomon conveyed the Board’s message to IKS, and representatives of IKS confirmed that IKS had reached its maximum per share purchase price. IKS requested that the Board reconsider the exclusivity period such that it would expire on April 10, 2026 instead of April 6, 2026, with an optional one-week extension.

On March 28, 2026, Mr. Fowler conveyed to Sachin K. Gupta, IKS’s CEO, that TruBridge’s largest stockholder, Pinetree, had indicated willingness to enter into a Company Support Agreement in connection with a transaction if the parties reached agreement on all material terms.

On March 28, 2026, the Board confirmed its agreement to grant the requested exclusivity period to IKS, and authorized S&C to negotiate a new Exclusivity Agreement such that the exclusivity period would expire on April 10, 2026. On April 1, 2026, the parties entered into an Exclusivity Agreement providing for an exclusivity period that would expire on April 10, 2026, with an optional one-week extension.

On March 31, 2026, TruBridge filed its Annual Report on Form 10-K and issued its fourth quarter and full year 2025 earnings release. In those disclosures, TruBridge stated that it and the Board had been engaged in a strategic review process over the preceding several months with outside financial and legal advisors. On March 31, 2026, the closing price of the Common Stock was $14.64 per share.

On April 2, 2026, representatives of S&C sent a revised draft of the Company Support Agreement to Katten, reflecting feedback from Willkie Farr & Gallagher LLP (“Willkie”), counsel to Ocho. The revised draft modified the Company Support Agreement with respect to, among other terms, the appointment of proxies, additional termination triggers, permitted transactions with respect to the shares of TruBridge Common Stock underlying the Company Support Agreement, indemnification of the TruBridge stockholders by IKS and stockholder expense reimbursement.

On April 6, 2026, representatives of Katten sent a revised draft of the Company Support Agreement to representatives of S&C, which was then shared with representatives of Willkie and Olshan Frome Wolosky LLP

 

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(“Olshan”), counsel to Pinetree. The revised draft modified the circumstances under which the Company Support Agreement would terminate, the permissibility of certain swap, hedging and similar transactions during the Interim Period, stockholder indemnification and expense reimbursement.

Representatives of Katten also sent a revised draft of the TopCo Support Agreement to representatives of S&C, reflecting revisions to the scope of the TopCo shareholders’ representations and warranties and voting obligations of the TopCo shareholders.

On April 7, 2026, the Strategic Committee met, with members of management, Solomon, S&C and Maynard in attendance. Representatives of Solomon provided the Board with an update on discussions with IKS regarding potential timing of signing the Merger Agreement and publicly disclosing the transaction. Representatives of S&C provided an update on IKS’s progress toward obtaining its debt financing commitment, noting that the number of outstanding conditions in the Debt Commitment Documents had decreased significantly. Representatives of S&C then led the Board in a detailed discussion regarding the remaining open issues in the Merger Agreement, including the terms of the voting commitments from certain of TopCo’s shareholders, the termination fees payable upon certain events, conditions on the parties’ specific performance rights, and the scope of various interim operating covenants. Representatives of S&C also reported on the remaining open issues in the Company Support Agreement. Following this, the Board discussed potential strategic alternatives with management and representatives of Solomon, including potential share repurchases, and, after weighing the potential costs and benefits, determined that it was in the best interests of TruBridge and its stockholders to continue pursuing the potential transaction with IKS at this time. The Board and its advisors discussed potential timing for finalizing the Merger Agreement and approving and announcing the transaction.

On April 10, 2026, representatives of Katten delivered an updated draft of the Merger Agreement to S&C, in which IKS introduced a new “required cash to close” concept into the Merger Agreement that conditioned IKS’s obligation to close the transaction on the aggregate amount of the merger consideration, TruBridge’s net indebtedness and TruBridge’s transaction expenses not exceeding $555 million. On April 11, 2026, the Strategic Committee met, with representatives of management, Solomon, S&C and Maynard in attendance, to discuss the latest revisions to the Merger Agreement and the required cash to close concept. After discussion, the Strategic Committee determined that, in lieu of this addition, IKS should be able to rely on the existing mechanisms and restrictions in the Merger Agreement to preserve TruBridge’s value between signing and closing of the Merger, including the interim operating covenants relating to restrictions on dividends, indebtedness and unbudgeted capital expenditures, and TruBridge’s obligations to operate in the ordinary course of business.

On April 13, 2026, before the market opened in the United States, there were media reports that IKS was in advanced negotiations to acquire TruBridge. Later that day, TopCo received formal inquiries from the National Stock Exchange of India (“NSE”) and the Bombay Stock Exchange, which required a response within 24 hours. In compliance with Regulation 30(11) of the Securities and Exchange Board of India Listing Obligation and Disclosure Requirements, the requirement to verify market rumors, TopCo responded to NSE on April 14, 2026, confirming that IKS, a wholly owned subsidiary of TopCo, had participated in discussions with TruBridge regarding a potential acquisition, but it was noted that no definitive or binding agreement had been executed and that no assurance could be given that any transaction would be consummated. On April 10, 2026 and April 13, 2026, the closing price of the Common Stock was $17.98 per share and $21.22 per share, respectively.

From April 10, 2026 through April 19, 2026, representatives of TruBridge, Solomon, S&C, Maynard, CAM, IKS, Katten and SAM engaged frequently with respect to the negotiation and exchange of drafts of the Merger Agreement (including with respect to certain remaining open issues in the Merger Agreement as well as newly introduced issues, including the acceptability of a required cash to close condition, the amount of TruBridge’s anticipated transaction expenses, and the Outside Date). Ultimately, the concept of a required cash to close condition was conceded by IKS in exchange for enhanced interim operating covenants in the Merger Agreement.

During this period, representatives of TruBridge, S&C, Olshan, Willkie, IKS and Katten also engaged frequently with respect to the negotiation and exchange of drafts of the Company Support Agreement regarding

 

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certain open remaining open issues, including expense reimbursement and indemnification, termination triggers and permitted actions during the Interim Period. Ultimately, the concept of indemnification was removed from the Company Support Agreement, and $25,000 in expense reimbursement by the Company for reasonable and documented out-of-pocket costs, fees and expenses was added to the Company Support Agreement for each of Pinetree and Ocho.

On April 15, 2026, the Board met, with representatives of management, Solomon, S&C and Maynard in attendance. Representatives of Solomon provided the Board with an overview of the strategic review process conducted to date and the primary workstreams that would be expected to occur during the Interim Period, and reviewed certain terms of the proposed transaction with IKS. Representatives of Solomon then reviewed with the Board Solomon’s financial analyses of the merger consideration, including the valuation methodologies utilized and the value ranges produced under such valuation methodologies. Representatives of Solomon confirmed that they expected to be able to deliver a fairness opinion when the Board met to consider approving the Merger Agreement. Representatives of S&C presented to the Board a summary of the key changes in the draft Merger Agreement since the Board’s meeting on April 7, 2026. Representatives of S&C then discussed the comprehensive terms of the proposed transaction, including, among other things, merger consideration and treatment of equity rights, deal protections, financing and regulatory certainty, IKS’s obligations with respect to compensation and benefits, closing conditions, termination provisions, and interim operating covenants. Representatives of S&C also provided the Board with an overview of the key terms of the Debt Commitment Documents, including the outstanding conditions. Following this presentation, the Board discussed with its advisors and management next steps in the negotiations and the process for the Board to receive an updated report regarding the final terms of the Merger Agreement and thereafter approve the Merger Agreement, the other transaction documents and the transactions contemplated thereby, and the proposed communications plan developed jointly by the parties.

On April 19, 2026, the Strategic Committee met, with members of management, Solomon, S&C and Maynard in attendance. Representatives of S&C led the Board in a detailed discussion regarding the remaining open issues in the Merger Agreement, including the terms of the TopCo Support Agreement, the Outside Date, and the scope of various interim operating covenants. The Strategic Committee indicated alignment with responses proposed by representatives of S&C to these open issues.

Following this meeting, and through April 22, 2026, representatives of S&C, Maynard and Katten continued to negotiate open items and exchange drafts of the Merger Agreement, Company Support Agreement, TopCo Support Agreement, Debt Commitment Documents, as applicable, until all transaction documents were in execution form. As a result of these negotiations, among other things, the Outside Date was set at six months, TruBridge agreed to provide additional information sharing regarding financial information and covenant compliance during the Interim Period. Additionally, the Debt Financing Sources and IKS agreed to a more secure debt financing commitment under the Debt Commitment Documents, made firmer with TopCo support obligations and covenants for the financing set forth in the Merger Agreement.

During this time, representatives of TruBridge and IKS and their respective advisors participated in continued due diligence including with respect to financial matters, TruBridge’s capitalization, and other legal and operational matters, and negotiations with respect to the remaining open issues.

In the morning of April 23, 2026, the Board met, with representatives of management, Solomon, S&C and Maynard in attendance. At this meeting, representatives of S&C discussed with the Board its fiduciary duties in connection with IKS’s proposal and the strategic review process. Representatives of S&C also presented to the Board key changes in the final Merger Agreement since the Board’s meeting on April 15, 2026, including the Outside Date and the scope of various interim operating covenants. Representatives of Solomon then reviewed with the Board Solomon’s financial analyses of the merger consideration, including the valuation methodologies utilized and the value ranges produced under such valuation methodologies, reflecting updated market data since the Board meeting on April 15, 2026. Solomon rendered to the Board an oral opinion, which was subsequently

 

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confirmed by delivery of a written opinion dated April 23, 2026, that, as of such date and based upon and subject to the various qualifications, assumptions and limitations set forth therein, the consideration to be received by the holders of shares of Common Stock (other than holders of the Excluded Shares) in the Merger was fair, from a financial point of view, to such holders. For more information about the opinions of Solomon, see below under the captions “— Opinion of TruBridge’s Financial Advisor.” Following that discussion, the Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were fair to, and in the best interests of, TruBridge and its stockholders, (ii) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) recommended that TruBridge’s stockholders vote in favor of the Merger Proposal.

Later in the morning of April 23, 2026, following the Board’s approval of the Merger Agreement, the Company Support Agreement and the transactions contemplated thereby, and the IKS Board’s and TopCo Board’s approval of the Merger Agreement and the transactions contemplated thereby, the parties executed and delivered the Merger Agreement, the Company Support Agreements and the TopCo Support Agreement. Immediately thereafter, TruBridge and IKS issued a joint press release announcing the execution and delivery of the Merger Agreement. Following the announcement of the transaction, representatives of Solomon sent customary return or destroy notices to each of the parties that had previously entered into confidentiality agreements with TruBridge in connection with the strategic review process.

Recommendation of the Board and Reasons for the Merger

The Board unanimously recommends that you vote “FOR” the Merger Proposal.

At a meeting of the Board held on April 23, 2026, the Board 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 stockholders (other than holders of Excluded Shares that are not Dissenting Shares), (iv) directed that the Merger Agreement be submitted to the Company’s stockholders for adoption and (v) resolved, subject to the terms and conditions of the Merger Agreement, to recommend that the TruBridge stockholders vote to adopt the Merger Agreement.

When you consider the Board’s recommendation, you should be aware that TruBridge’s executive officers and directors may have interests in the Merger that may be different from, or in addition to, the interests of TruBridge stockholders generally. These interests are described in the section entitled “The Merger Proposal (Proposal 1)—Interests of TruBridge’s Executive Officers and Directors in the Merger,” beginning on page 71 of this proxy statement.

In evaluating the Merger, the Board consulted with TruBridge’s senior management and legal and financial advisors and reviewed a significant amount of information. In its decision to recommend that you vote “FOR” the proposal to adopt the Merger Agreement, the Board considered various factors that it believed supported its unanimous decision and recommendation, including, among others, the following non-exhaustive list of material reasons (not necessarily in order of relative importance):

 

•

Significant Premium Valuation. The Board considered that the $26.25 Per Share Merger Consideration represented:

 

○

a premium of approximately 14.7% over the $22.88 per share closing trading price of the Common Stock on April 22, 2026 (the last trading day prior to the date of the announcement of the Merger Agreement);

 

○

a premium of approximately 49.2% over the $17.59 per share closing trading price of the Common Stock on March 16, 2026 (the day prior to TruBridge disclosing that it would not timely file its 2025 Form 10-K); and

 

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○

a premium of approximately 87.5% over the unaffected $14.00 per share closing price of the Common Stock on March 30, 2026 (the day prior to the Company disclosing its strategic review process in its Annual Report for the Fiscal Year Ended December 31, 2025 on Form 10-K filed on March 31, 2026).

 

•

Implied EBITDA multiples. The Board considered the fact that the enterprise value of TruBridge implied by the Per Share Merger Consideration represented a multiple of approximately:

 

○

8.1x TruBridge’s actual Adjusted EBITDA for the year ended December 31, 2025 of $68.7 million;

 

○

6.8x TruBridge’s estimated Adjusted EBITDA for 2026 of $81.4 million based on the Projections (as defined below in the section entitled “The Merger Proposal (Proposal 1)—Financial Forecasts and Financial Projections,” beginning on page 60 of this proxy statement); and

 

○

6.0x TruBridge’s estimated Adjusted EBITDA for 2027 of $92.7 million based on the Projections.

 

•

Cash consideration. The Board considered the fact that the Per Share Merger Consideration that will be paid to TruBridge stockholders will be paid solely in cash, which enables TruBridge’s stockholders to immediately realize certain value that has been created at TruBridge while eliminating long-term business and execution risk upon the consummation of the Merger. The receipt of cash consideration will eliminate uncertainty and risk for our stockholders related to the continued execution of TruBridge’s business.

 

•

Value relative to other strategic alternatives. The Board considered the potential values, benefits, risks and uncertainties facing TruBridge’s stockholders associated with possible other strategic alternatives to the proposed Merger, and the timing and likelihood of accomplishing such alternatives. In particular, the Board considered the potential stockholder value based on the Projections that could be expected to be generated from remaining an independent public company, the possibility of being acquired by a buyer other than IKS, and other strategic transactions involving TruBridge, as well as the potential benefits, risks and uncertainties associated with such alternatives. Based on the foregoing, the Board determined that none of these options, on a risk-adjusted basis, was reasonably likely to create value for TruBridge’s stockholders greater than the Per Share Merger Consideration. For additional information on the results of TruBridge’s strategic alternatives review, see the section entitled “The Merger Proposal (Proposal 1)—Background of the Merger,” beginning on page 38 of this proxy statement.

 

•

Risks associated with continued independence. While the Board remained supportive of the Projections, the Board determined that the Per Share Merger Consideration is more favorable than the potential long-term value of the Common Stock if the Company remained an independent public company, taking into account the risks associated with TruBridge continuing to operate as a standalone company, including the:

 

○

potential execution risks associated with the Projections and the time horizon required for the Projections to yield improved financial and market performance, and the achievability of meeting financial projections;

 

○

business and macroeconomic environment in which TruBridge operates, including the risk of the expected weakening of the broader macroeconomic environment and the potential risks and volatility associated with these developments;

 

○

potential risk associated with the possibility that, even if the Projections were successfully executed, the market may not reflect such successful execution in TruBridge’s stock price;

 

○

potential risk associated with the competitive pressures driven by increasing implementation of artificial intelligence in healthcare technology and software-as-a-service businesses;

 

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○

potential risks posed by inflation, elevated interest rates and tightening financing markets affecting the availability of other strategic alternatives; and

 

○

ongoing reporting, administrative, compliance and other costs and obligations associated with remaining a public company. For an additional discussion of risks facing TruBridge, see “Where You Can Find More Information” beginning on page 135 of this proxy statement.

 

•

Negotiations with IKS. The Board considered TruBridge’s extensive, arms-length negotiations with IKS, with the assistance of TruBridge’s advisors, and the Board’s belief that based on those negotiations, the $26.25 Per Share Merger Consideration represented the highest price per share that IKS was willing to pay.

 

•

Considerations regarding the strategic review process and other potential buyers. The Board considered, among other things:

 

○

the robust pre-signing sale process conducted by Solomon at the direction and under the supervision of the Board, which involved outreach to 60 potential interested parties and execution of 41 confidentiality agreements with such parties, and the execution of three confidentiality agreements with other potential interested parties who approached TruBridge;

 

○

the Board’s and TruBridge’s management’s belief that none of the other preliminary or final non-binding indications of interest in respect of the acquisition of TruBridge submitted by third-party bidders were (or would result in) a transaction that is superior to the Merger, including, among other reasons, as a result of varying levels of risks associated with financing markets, the enterprise value implied by the indications of interest submitted by other third-party bidders and the proposed transaction structures of certain indications of interest;

 

○

the fact that, despite the breadth of the pre-signing sale process and following outreach to a broad universe of potential strategic and financial bidders, although TruBridge received offers from multiple bidders, IKS was the only bidder that was advanced through due diligence and submitted a proposed definitive transaction agreement, which the Board and TruBridge management considered as evidence that no alternative transaction was reasonably likely to provide greater value or certainty to TruBridge stockholders than the Merger; and

 

○

the Board’s belief that, based upon the Board’s and TruBridge’s management’s knowledge of the industry and industry participants, as well as the actual bids received and subsequent discussions with bidders about purchase price, it was unlikely that other potential acquirors would be willing and able to acquire TruBridge at a purchase price in excess of the Per Share Merger Consideration.

 

•

Opinions of TruBridge’s financial advisor. On April 23, 2026, the Board considered the oral opinion of Solomon (which was subsequently confirmed in writing on April 23, 2026) that, as of the date of such opinion and based upon and subject to the qualifications, assumptions and limitations as set forth in its opinion, the Per Share Merger Consideration to be received in the Merger by the holders of Common Stock (other than Excluded Shares) pursuant to the Merger Agreement, was fair, from a financial point of view, to such holders. The full text of the written opinion of Solomon, dated as of April 23, 2026, is attached as Annex D to this proxy statement, and a discussion of the opinion, including the assumptions made, procedures followed, matters considered and limitations on the scope of review undertaken by Solomon, may be found under the heading “—Opinion of TruBridge’s Financial Advisor,” beginning on page 63 of this proxy statement.

 

•

Debt Financing Certainty; TopCo Support Agreement. The Board considered that the Merger is not subject to a financing condition and that IKS represented to TruBridge in the Merger Agreement that it will have sufficient financial resources at the Closing, including pursuant to the Debt Financing Letters, to pay the aggregate Per Share Merger Consideration and the other amounts required to be paid by IKS

 

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in connection with the Merger. The Board also considered the Debt Financing Letters, and the fact that, other than as expressly set forth in such Debt Financing Letters, there are no conditions precedent or other contingencies related to the funding of the full proceeds of the Debt Financing. In addition, the Board also considered that, although TopCo shareholder approval of the Debt Financing is required under Indian law, TopCo shareholders holding approximately 62% of TopCo’s equity shares entered into the TopCo Support Agreement and agreed to vote all of their shares of TopCo in favor of the approval matters required in connection with the Debt Financing, while the applicable approval standard requires approval by at least 75% of the votes cast, as discussed further below under the heading “Risks associated with TopCo shareholder approval.” Related to the foregoing, TruBridge has a right to terminate the Merger Agreement upon TopCo’s failure to obtain TopCo shareholder approval of the Debt Financing and, in that case, IKS must pay the Reverse Termination Fee to TruBridge.

 

•

IKS’s capabilities. The Board considered that (i) IKS is a creditworthy entity with substantial assets and a wholly owned U.S.-based subsidiary of TopCo, a publicly traded company in India with substantial assets, (ii) IKS will have the financial capacity to complete an acquisition of this size when taking into account the debt financing described in the section entitled “The Merger Agreement—Financing of the Merger”, and (iii) a transaction with IKS is not anticipated to present material regulatory and financing risks, which the Board believed supported the conclusion that a transaction with IKS could be successfully and timely completed.

 

•

Board’s independence and comprehensive review process. The Board considered the fact that the Board consists of a majority of independent directors who carefully reviewed the transaction with the assistance of TruBridge’s management and legal and financial advisors, and also took into consideration the financial expertise and prior industry experience of a number of directors.

 

•

Merger Agreement. The Board considered, in consultation with TruBridge’s legal counsel, the terms of the Merger Agreement, including:

 

○

the Merger Agreement’s representations, warranties, covenants and agreements, closing conditions, termination rights, and other provisions;

 

○

the definition of “Company Material Adverse Effect” having a number of customary exceptions;

 

○

TruBridge having sufficient flexibility to conduct its business in the ordinary course during the Interim Period;

 

○

TruBridge’s right, subject to certain limitations contained in the Merger Agreement, to respond to unsolicited and bona fide written Acquisition Proposals (as defined below) and to terminate the Merger Agreement in order to enter into an Alternative Acquisition Agreement (as defined below) with respect to an Acquisition Proposal that the Board determines in good faith constitutes a Superior Proposal (as defined below), provided that TruBridge concurrently pays IKS the required Termination Fee;

 

○

the Board’s right, subject to certain limitations contained in the Merger Agreement, to change the Board Recommendation in response to a Superior Proposal or an Intervening Event (as defined below), subject to the requirement that TruBridge pays IKS the required Termination Fee if IKS terminates the Merger Agreement as a result of such change of the Board Recommendation;

 

○

the Board’s belief that TruBridge’s obligation to pay IKS a Termination Fee of approximately $12.3 million (or 3% of the implied equity value of the Merger) in the circumstances described above, and in certain other circumstances described below under “The Merger Agreement—Termination Fees,” beginning on page 118 of this proxy statement, is reasonable in the context of comparable transactions, and its further belief that a fee of such size would not be a meaningful deterrent to other potential acquirors making alternative acquisition proposals; and

 

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○

the requirement that IKS would be required to pay TruBridge a Reverse Termination Fee equal to approximately $24.6 million (or 6% of the implied equity value of the Merger), under specified circumstances, including due to the failure to obtain TopCo shareholder approval of the Debt Financing or the failure of IKS to close the Merger when required to do so under the Merger Agreement.

 

•

Antitrust efforts framework. The Board considered, in consultation with TruBridge’s legal counsel, the framework that the parties negotiated regarding IKS’s obligation, subject to certain limitations contained in the Merger Agreement, to take steps to obtain antitrust clearance of the Merger. In this regard, the Board noted that the parties and their respective legal counsel engaged during the transaction process to assess any potential antitrust issues that an acquisition of TruBridge by IKS could present. For additional information on the regulatory approvals, see the section entitled “The Merger Agreement—Efforts to Complete the Merger,” beginning on page 104 of this proxy statement.

 

•

Stockholders’ ability to reject the Merger. The Board considered the fact that the Merger is subject to approval by the holders of a majority of the outstanding Common Stock, and that stockholders would be able to reject the Merger. The Board also considered the fact that each Support Agreement automatically terminates upon, among other things, a Change of Recommendation or the termination of the Merger Agreement, including in order for TruBridge to enter into an Alternative Acquisition Agreement with a third party constituting a Superior Proposal, provided that TruBridge concurrently pays IKS the required Termination Fee.

 

•

Appraisal rights. The Board considered the fact that stockholders who do not vote for the adoption of the Merger Agreement and who timely and properly follow certain prescribed procedures will have the right to dissent from the Merger and demand appraisal of the fair value of their shares under Section 262 of the DGCL.

 

•

Specific Performance. TruBridge’s ability, under circumstances specified in the Merger Agreement, to seek specific performance of IKS’s, TopCo’s and Merger Sub’s obligation to cause the Merger to occur and to prevent other breaches of the Merger Agreement.

 

•

Likelihood of consummation. The Board considered the likelihood that the Merger would be completed, in light of, among other things:

 

○

the customary closing conditions to the Merger and the absence of a financing condition;

 

○

the relative likelihood of obtaining required antitrust approvals (in light of IKS’s obligations to seek to obtain such approvals, described above under the bullet entitled “Antitrust efforts framework”);

 

○

the likelihood that IKS will have sufficient funds on the Closing Date to satisfy its obligations under the Merger Agreement (in light of the terms of the Debt Financing Letters and limited funding conditions and the related financing provisions of the Merger Agreement, as described above under the bullet entitled “Debt Financing Certainty; TopCo Support Agreement”);

 

○

the likelihood of TopCo shareholders approving the Debt Financing (in light of the execution of the TopCo Support Agreement by shareholders holding approximately 62% of the equity shares of TopCo pursuant to which such shareholders agreed to vote all of their shares in TopCo in favor of certain shareholder approval matters required under Indian law in connection with the Debt Financing, while the applicable approval standard requires approval by at least 75% of the votes cast, as discussed further below under the heading “Risks associated with TopCo shareholder approval”); and

 

○

the remedies available to TruBridge, including specific performance or the payment by IKS of a Reverse Termination Fee in certain instances, under the Merger Agreement.

In the course of reaching its decision, the Board, in consultation with TruBridge’s management team and its legal and financial advisors, also considered a number of risks and potentially negative factors with respect to the

 

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Merger and the other transactions contemplated by the Merger Agreement, including, among others, the following factors (not necessarily in order of relative importance):

 

•

No participation in future gains. The Board considered the fact that TruBridge will no longer exist as an independent public company and TruBridge stockholders will forgo any future increase in TruBridge’s value that might result from our earnings or potential growth as an independent public company.

 

•

Antitrust risk. The Board considered the risk that antitrust approvals may be delayed, conditioned or denied, and the risk that the DOJ or FTC may seek to impose unfavorable terms or conditions, or otherwise fail to grant, such approvals. In this regard, the Board particularly considered the risk that the DOJ or FTC could require certain remedies or divestitures by IKS that IKS is not required to agree to pursuant to the terms of the Merger Agreement (see “The Merger Agreement—Efforts to Complete the Merger,” beginning on page 104 of this proxy statement).

 

•

Risks associated with announcement and pendency of the Merger. The Board considered the risk of any negative impact that the announcement and pendency of the Merger may have on TruBridge’s operations and financial results, as well as on its relationships with customers, vendors or strategic partners and ability to attract and retain key personnel while the proposed transaction is pending.

 

•

Risks associated with a failure to consummate the Merger. The Board considered the fact that there can be no assurance that all conditions to the parties’ obligations to consummate the Merger will be satisfied, and as a result there can be no assurance that the Merger will be completed, even if the adoption of the Merger Agreement is approved by TruBridge’s stockholders. The Board also considered that TopCo must, under Indian law, obtain shareholder approval of the Debt Financing to fund the payment of the Merger Consideration, requiring an additional step to be completed before the Merger may be consummated. The Board further considered that, if the Merger is not completed, (i) TruBridge will have incurred significant risk, transaction expenses and opportunity costs, including the possibility of disruption to our operations, diversion of management and employee attention, employee attrition and a potentially negative effect on our business and customer relationships, (ii) depending on the circumstances that caused the Merger not to be completed, the price of the Common Stock could decline, potentially significantly, and (iii) the market’s perception of TruBridge’s prospects could be adversely affected.

 

•

Risks associated with TopCo shareholder approval. The Board considered that, in addition to TruBridge stockholder approval of the Merger Agreement, in order to consummate the Merger, TopCo shareholders must approve the Debt Financing to fund the payment of the Merger Consideration. Such approval may be duly provided by the shareholders of TopCo by way of a special resolution approved in a duly convened extraordinary general meeting of TopCo or by means of postal ballot conducted by TopCo in accordance with the Laws of India, where the number of votes cast in favor of such special resolution by the shareholders of TopCo entitled and voting is at least 75% of votes cast by shareholders so entitled and voting. Certain TopCo shareholders holding approximately 62% of the equity shares of TopCo executed the TopCo Support Agreement, pursuant to which such shareholders agreed to vote all of their shares in TopCo in favor of certain shareholder approval matters required under Indian law in connection with the Debt Financing. The Board considered that there can be no assurance that TopCo will obtain such shareholder approval, and that failure to obtain such approval of the Debt Financing could result in the Merger not being consummated.

 

•

Restrictions on the operation of TruBridge’s business. The Board considered the restrictions in the Merger Agreement on the conduct of TruBridge’s business prior to the consummation of the Merger, including restrictions on realizing certain business opportunities or taking certain actions with respect to TruBridge’s operations we may have otherwise taken absent the pending Merger.

 

•

Potential differing interests of executive officers and directors. The Board considered that, aside from their interests as TruBridge stockholders, certain of TruBridge’s executive officers and directors may have interests in the Merger that are different from, or in addition to, the interests of other TruBridge

 

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stockholders generally. See “The Merger Proposal (Proposal 1)—Interests of TruBridge’s Executive Officers and Directors in the Merger,” beginning on page 71 of this proxy statement.

 

•

Non-solicitation covenants. The Board considered the fact that the Merger Agreement restricts TruBridge from soliciting alternative acquisition proposals and provides IKS with customary “matching” rights prior to TruBridge terminating the Merger Agreement to accept a Superior Proposal.

 

•

Termination fee. The Board considered the possibility that the approximately $12.3 million Termination Fee payable to IKS in certain circumstances might have the effect of discouraging alternative acquisition proposals or reducing the price of such third-party proposals.

 

•

Tax treatment. The Board considered the fact that any gains arising from the receipt of the Per Share Merger Consideration would generally be taxable to TruBridge stockholders that are U.S. holders for U.S. federal income tax purposes.

 

•

Stockholder litigation. The Board considered the impact on TruBridge of potential stockholder litigation in connection with the Merger.

While the Board considered potentially positive and potentially negative factors, including those described above, the Board ultimately determined that, overall, the potentially positive factors outweighed the potentially negative factors.

The foregoing discussion is intended to be illustrative and is not intended to be an exhaustive list of the information and factors considered by the Board in its consideration of the Merger, but includes the material factors considered by the Board in that regard. In view of the number and variety of factors and the amount of information considered, the Board did not find it practicable to, and did not, quantify, or otherwise assign specific or relative weights to, the specific factors considered in reaching its determinations and recommendations. In addition, each individual member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors.

The Board based its recommendation on the totality of the information presented. After considering these reasons, the Board concluded that the positive reasons related to the Merger Agreement and the transactions contemplated thereby, including the Merger, substantially outweighed the risks and potential negative reasons.

Portions of this explanation of the reasons for the Merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” beginning on page 30 of this proxy statement.

Financial Forecasts and Financial Projections

Certain Unaudited Financial Information

TruBridge’s management does not as a matter of course make public long-range projections as to future performance, revenues, earnings or other results due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates when applied to time periods further in the future. As a result, TruBridge does not endorse projections or other unaudited prospective financial information as a reliable indication of future results. However, in connection with the Board’s consideration and evaluation of potential strategic alternatives, including continuing as a standalone company or a potential transaction with IKS, TruBridge’s management in February 2026 prepared certain unaudited prospective financial information for TruBridge on a standalone basis for fiscal years 2026 through 2028, with guidance and direction from the Board (the “Projections”).

The Projections were prepared solely for internal use and to assist the Board with its consideration and evaluation of potential strategic alternatives, including the Merger. At the direction of the Board, the Projections were provided to, and approved by the Board for use by, Solomon for purposes of performing its financial

 

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analyses in connection with rendering its opinion to the Board as described in the section of this proxy statement entitled “The Merger (Proposal 1) — Opinion of TruBridge’s Financial Advisor,” beginning on page 63 of this proxy statement. The Projections were also provided to potential acquirors participating in the sale process who executed confidentiality agreements with TruBridge, including IKS.

TruBridge is including a summary of the Projections in this proxy statement solely to give TruBridge stockholders access to the information that was reviewed by the Board in connection with its consideration and evaluation of the Merger; provided to and approved by the Board for use by Solomon, TruBridge’s financial advisor, for purposes of performing its financial analyses in connection with rendering its opinion to the Board described in the section of this proxy statement entitled “The Merger Proposal (Proposal 1) — Opinion of TruBridge’s Financial Advisor,” beginning on page 63 of this proxy statement; and made available to potential acquirors participating in the sale process who executed confidentiality agreements with TruBridge, including IKS. This summary is not intended to induce any TruBridge stockholder to vote in favor of approving the Merger or approving any other proposals to be voted on at the Special Meeting.

The following table presents a summary of the Projections for the fiscal years indicated:

Projections

 

(amounts in millions)		Stub- FY2026(1)				FY2026				FY2027				FY2028
Total Revenue		$	268.9			$	354.6			$	376.3			$	398.1
Adjusted EBITDA(2)		$	64.4			$	81.4			$	92.7			$	107.0
Capital Expenditures		$	13.8			$	18.6			$	23.1			$	20.4
Depreciation & Amortization		$	20.1			$	26.8			$	29.3			$	31.1
Stock-Based Compensation		$	7.3			$	9.7			$	5.8			$	5.8
Severance and Non-Recurring Reorganization Expense		$	8.3			$	11.0			$	8.0			$	3.0

(1)	Stub-FY2026 financials reflects the period starting on April 1, 2026 and ending on December 31, 2026.

(2)

Adjusted EBITDA is a non-GAAP measure, which TruBridge defines as earnings before interest, tax, depreciation and amortization, and adjusted to include add-backs for non-recurring reorganization expense, severance, stock-based compensation, impairment on intangibles, gain on sale of assets, gain on contingent consideration and other acquisition-related adjustments. As further described below, the Company is not providing a quantitative reconciliation of the forward-looking non-GAAP financial measures presented herein.

Additional Information About the Projections

The Projections were prepared treating TruBridge on a standalone basis, without giving effect to the Merger, including any impact of the negotiation or execution of the Merger, the expenses that may be incurred in connection with the Merger or the consummation thereof, the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed or in anticipation of the Merger, or the effect of any alteration, acceleration, postponement or decision not to take any business or strategic decisions or actions that would likely have been taken if the Merger Agreement had not been executed but that were instead altered, accelerated, postponed or not taken in anticipation of the Merger. The Projections also reflected, among other assumptions, an assumed tax rate of 21%.

The inclusion of the Projections in this proxy statement should not be regarded as an indication or admission by TruBridge or any of its affiliates, officers, directors, advisors or representatives (including Solomon), or any other person, that the Projections are predictive of actual future events, or an assurance of the achievement of future results. The Projections and any summary thereof should not be relied upon as such, and this information is not being included in this proxy statement to influence any TruBridge stockholder to vote in favor of approving the Merger or approving any other proposals to be voted on at the Special Meeting. TruBridge advises

 

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the recipients of the Projections that its internal financial forecasts upon which the Projections were based are subjective in many respects, and readers are cautioned not to place undue reliance on these Projections, as they are not necessarily predictive of actual future results.

Although presented with numerical specificity, the Projections reflect numerous variables, assumptions and estimates regarding TruBridge’s performance, industry performance, general business, economic, regulatory, market, and financial conditions, many of which are inherently uncertain and many of which are beyond the control of TruBridge. TruBridge’s management believed these variables, assumptions and estimates were reasonable at the time the Projections were prepared, taking into account the relevant information available to management at the time, but important factors may affect actual results and cause the Projections to not be achieved, which include, but are not limited to, risks and uncertainties relating to the business of TruBridge (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the probability of technological success, the regulatory and competitive environment, changes in technology, general business and economic conditions and other risk factors referenced in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements,” beginning on page 30 of this proxy statement.

Various assumptions underlying the Projections may not prove to have been, or may no longer be, accurate. The Projections may not be realized, and actual results may be significantly higher or lower than projected in the Projections. The Projections reflect TruBridge on a standalone basis and do not account for the effects of the Merger. The Projections also reflect assumptions as to certain business strategies or plans that are subject to change. The Projections reflect subjective judgment in many respects and thus are susceptible to multiple interpretations and periodic revisions. The Projections do not take into account any circumstances or events occurring after the date they were prepared, including the Merger, and some or all of the assumptions that have been made in connection with the preparation of the Projections may have changed since the date the Projections were prepared. The Projections cover multiple years, and such information by its nature becomes less predictive with each successive year. The propensity of economic and business environments to change quickly contributes significantly to the high level of uncertainty as to whether the results portrayed in the Projections will be achieved. For all of these reasons, the Projections, and the assumptions upon which they are based, are: (i) not guarantees of future results; (ii) inherently speculative; and (iii) subject to a number of risks and uncertainties. As a result, actual results may differ materially, and will differ materially if the Merger and the other transactions contemplated by the Merger Agreement are completed, from those contained in the Projections. Accordingly, there can be no assurance that the Projections will be realized.

The Projections have not been updated or revised to reflect information or results after the date the Projections were prepared. None of TruBridge, IKS or any of our or their respective affiliates intends to, and each of them disclaims any obligation to, update or otherwise revise the Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be no longer appropriate (except, in the case of TruBridge, as required under applicable law). Readers of this proxy statement should take these considerations into account in reviewing the summary of the Projections, which were prepared as of an earlier date.

TruBridge urges all of its stockholders to review its most recent SEC filings for a description of its historical financial statements and other information about TruBridge. Please see the section of this proxy statement entitled “Where You Can Find More Information,” beginning on page 135 of this proxy statement, for additional information.

The Projections included in this proxy statement have been prepared by TruBridge management, and are the responsibility of, TruBridge. Neither TruBridge’s independent auditor nor any other independent accountant has compiled, examined or performed any procedures with respect to the Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability. The Projections were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC regarding projections or accounting principles generally accepted in the United States (“GAAP”).

 

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Certain of the non-GAAP financial measures included in the Projections were relied upon by Solomon at the instruction of the Board for purposes of its financial analyses and opinion and by the Board in connection with its evaluation of the Merger. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by Solomon for purposes of its financial analyses and opinion or by the Board in connection with its evaluation of the Merger. Accordingly, TruBridge has not provided a reconciliation of the financial measures included in the Projections to the relevant GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by TruBridge may not be comparable to similarly titled amounts used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

None of TruBridge or any of its affiliates, advisors, officers, directors, partners or representatives (including Solomon) can give you any assurance that actual results will not differ from the Projections. Except as required by applicable law, none of TruBridge or any of its affiliates, advisors, officers, directors, partners or representatives (including Solomon) undertake any obligation to update or otherwise revise or reconcile the Projections or the specific portions presented to reflect circumstances existing after the date the Projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error. Therefore, readers of this proxy statement are cautioned not to place undue, if any, reliance on the portions of the Projections set forth above. None of TruBridge or any of its affiliates, advisors, officers, directors, partners or representatives (including Solomon) intend to make publicly available any update or other revision to the Projections. In addition, none of TruBridge or any of its affiliates, advisors, officers, directors, partners or representatives (including Solomon) have made, make or are authorized in the future to make, any representation to any stockholder or other person regarding TruBridge’s ultimate performance compared to the information contained in the Projections or that projected results will be achieved, and any statements to the contrary should be disregarded.

Opinion of TruBridge’s Financial Advisor

Pursuant to an engagement letter, dated October 15, 2025, the Company retained Solomon to act as financial and strategic advisor to the Company in connection with a possible transaction or series or combination of related transactions whereby control of the Company and its affiliates would be acquired by or combined with another person. At a meeting of the Board held on April 23, 2026, Solomon rendered an oral opinion, subsequently confirmed by delivery of a written opinion, dated as of the same date, to the Board to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Solomon as set forth in its opinion, the Per Share Merger Consideration to be received in the Merger by the holders of shares of Common Stock (other than Excluded Shares) pursuant to the Merger Agreement, was fair from a financial point of view to such holders.

The full text of the written opinion of Solomon, dated April 23, 2026, which sets forth assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Solomon in connection with its opinion, is attached to this Proxy Statement as Annex D and is incorporated into this proxy statement in its entirety. You are encouraged to read the opinion carefully and in its entirety. Solomon provided its opinion to the Board for the information and assistance of the Board in connection with its consideration of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger. The opinion addresses only the fairness to the holders of shares of Common Stock (other than Excluded Shares), from a financial point of view, of the Per Share Merger Consideration to be received by such holders in the Merger, as

 

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of the date of the opinion. The opinion does not constitute a recommendation to any holder of shares of Common Stock as to how any such holder of shares of Common Stock should vote with respect to the Merger or act on any matter relating to the Merger or any other matter.

For purposes of its opinion, Solomon:

 

•

reviewed certain publicly available financial statements and other information of the Company;

 

•

reviewed certain historical, internal financial statements and other financial and operating data for the Company prepared and provided to Solomon by the management of the Company, and reviewed and approved for Solomon’s use by the Board;

 

•

reviewed certain internal financial projections for the Company prepared by management of the Company, and reviewed and approved for Solomon’s use by the Board;

 

•

discussed the past and current operations, financial condition and prospects of the Company with the management of the Company;

 

•

reviewed the reported prices and trading activity of the shares of Common Stock;

 

•

compared the financial performance and condition of the Company with that of certain other publicly traded companies that Solomon deemed relevant;

 

•

compared the proposed financial terms of the Merger with the publicly available financial terms of certain other transactions that Solomon deemed relevant;

 

•

participated in certain discussions among management and other representatives of the Company and IKS;

 

•

reviewed a draft dated April 22, 2026 of the Merger Agreement; and

 

•

performed such other analyses and reviewed such other material and information as Solomon deemed appropriate.

In Solomon’s review and analysis, Solomon assumed and relied upon the accuracy and completeness of the information reviewed by it for the purposes of its opinion, and Solomon did not assume any responsibility for independent verification of such information and relied on such information being complete and correct. With the Board’s permission, Solomon relied on assurances of the management of the Company that they were not aware of any facts or circumstances that would make such information inaccurate or misleading in any respect material to Solomon’s analysis or opinion. With respect to the financial projections for the Company prepared by the Company management and approved for Solomon’s use by the Board, Solomon assumed, with the Board’s consent, that they were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company. Solomon expressed no opinion as to the financial forecasts or the assumptions on which they were made. Solomon did not conduct a physical inspection of the facilities or property of the Company. Solomon did not assume any responsibility for or perform any independent valuation or appraisal of the assets or liabilities of the Company, nor was Solomon furnished with any such valuation or appraisal. Furthermore, Solomon did not consider any tax, accounting, legal or regulatory effects of the Merger or the Merger structure on any person or entity.

Solomon assumed that the final form of the Merger Agreement would be substantially similar to the last draft reviewed by Solomon in all respects material to its opinion. Solomon assumed that the Merger would be consummated in accordance with the terms of the Merger Agreement, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary governmental, regulatory or third-party approvals, consents, waivers and releases for the Merger, no delay, limitation, restriction or condition would be imposed or occur that would have an adverse effect on the Company, IKS, Merger Sub or TopCo or the contemplated benefits of the Merger or that otherwise would be in any respect material to Solomon’s analysis or opinion. Solomon further assumed that all representations and warranties set forth in the Merger Agreement were and will be true and correct as of all the dates made or deemed made and that all parties to the Merger Agreement will comply with all covenants of such parties thereunder.

 

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Solomon’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and other information made available to Solomon as of, April 23, 2026. Although subsequent developments may affect its opinion, the opinion expressly states that Solomon has no obligation to update, revise or reaffirm its opinion. In particular, Solomon did not express any opinion as to the potential effects of volatility in the credit, financial and stock markets on the Company, IKS, Merger Sub or TopCo or the Merger, or as to the impact of the Merger on the solvency or viability of the Company, IKS, Merger Sub or TopCo, or the ability of the Company, IKS, Merger Sub or TopCo to pay their respective obligations when they come due. Furthermore, Solomon’s opinion did not address the Board’s underlying business decision to undertake the Merger, and Solomon’s opinion did not address the relative merits of the Merger as compared to any alternative transactions or business strategies that might be available to the Company.

Solomon’s opinion is limited to the fairness, from a financial point of view and as of the date of the opinion, to the holders of shares of Common Stock (other than Excluded Shares), of the Per Share Merger Consideration to be received by such holders pursuant to the Merger Agreement, and does not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding entered into in connection with the Merger. Solomon expressed no opinion as to the price at which the shares of Common Stock may trade at any time. Solomon expressed no view as to, and its opinion does not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of any parties to the Merger, or any class of such persons. Solomon’s opinion does not constitute a recommendation with respect to the Merger or any matter related thereto. The issuance of the opinion was authorized by the fairness opinion committee of Solomon.

In connection with the rendering of its opinion, Solomon performed a variety of financial analyses. The following summarizes the material financial analyses performed by Solomon and provided to, and reviewed with, the Board in connection with the delivery of Solomon’s opinion on April 23, 2026. The financial analyses summarized below include information presented in tabular format. In order to fully understand Solomon’s financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses.

Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Solomon’s financial analyses. The following summary, however, does not purport to be a complete description of the financial analyses performed by Solomon, nor does the order of analyses described represent relative importance or weight given to those analyses by Solomon. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before April 22, 2026, and is not necessarily indicative of current market conditions.

Selected Publicly Traded Companies Analysis

Solomon reviewed and compared certain financial information for the Company to corresponding financial information for the following publicly traded companies in the Healthcare Information Technology (“HCIT”) industry that Solomon in its professional judgement considered generally relevant to the Company for purposes of its financial analyses (collectively, the “Selected Companies”):

Selected Companies

 

•

CareCloud, Inc.

 

•

Definitive Healthcare Corp.

 

•

Evolent Health, Inc.

 

•

Health Catalyst, Inc.

 

•

HealthStream, Inc.

 

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•

Omnicell, Inc.

 

•

Phreesia, Inc.

 

•

Waystar Holding Corp.

In addition, Solomon reviewed with the Board certain financial information for the following publicly traded corporations in the Business Process Outsourcing industry (“BPO Companies”), that are also engaged in certain activities that are similar to the activities of the Company. Although Solomon reviewed with the Board certain financial information for the BPO Companies, Solomon did not include the BPO Companies in its financial analyses for purposes of its opinion because such companies have a diversified business model and are also engaged in other activities that are not similar to the activities of the Company, and Solomon determined that the financial information of the BPO Companies was not comparable to the financial information of the Company.

BPO Companies

 

•

ExlService Holdings, Inc.

 

•

Genpact Limited

Although none of the Selected Companies was directly comparable to the Company, the Selected Companies included in the analysis were chosen by Solomon because they are publicly traded companies which engage in businesses in the United States that are similar to the business of the Company and have operations that, Solomon, for purposes of its analysis, considered to be similar to the operations of the Company.

Using financial data derived from publicly available sources and forecasts from Wall Street research analysts available as of April 22, 2026 for the Selected Companies and the Company, Solomon calculated and compared various financial multiples for the Selected Companies and the Company based on the following metrics:

 

•

the enterprise value (which represents the equity value plus book value of total debt, including preferred stock and minority interests, less cash and cash equivalents) (“EV”) as a multiple of earnings before interest, tax, depreciation and amortization, and adjusted to exclude non-recurring and extraordinary items (“Adjusted EBITDA”), for the last 12 months (“LTM”) as of the end of the last quarter for which financial statements were publicly available (“LTM Adjusted EBITDA”); and

 

•

EV as a multiple of equity research analysts’ consensus estimated Adjusted EBITDA for calendar year 2026 (“2026E Adjusted EBITDA”).

The table below summarizes the results of these calculations:

 

		Selected Companies
EV as a Multiple of:								Median
2025A LTM Adjusted EBITDA			Range:			3.4x – 13.7x			7.5x
2026E Adjusted EBITDA			Range:			4.3x – 11.8x			7.2x

 

•

Based on the multiples it derived from the Selected Companies, and based on its professional judgment and experience, Solomon applied an EV / LTM Adjusted EBITDA multiple reference range of 5.0x – 9.0x to the 2025A LTM Adjusted EBITDA of the Company, which was $68.7 million as of December 31, 2025, to derive a range of implied enterprise values for the Company. Solomon then subtracted the net debt of the Company, which was $133.4 million as of March 31, 2026, as provided by Company management (including, at the Company management’s direction, $5.0 million accrued by the Company as of December 31, 2025 in connection with certain pending litigation related to the Company’s acquisition of Viewgol, LLC in 2023) to derive a range of implied equity values for the Company. Solomon then divided this range of implied equity values by the number of shares

 

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outstanding as of April 22, 2026, as provided by Company management, which was 15.0 million shares (including outstanding restricted share awards and excluding performance share awards), to derive a range of implied values per share of Common Stock of $14.00 – $32.31.

 

•

Based on the multiples it derived from the Selected Companies, and based on its professional judgment and experience, Solomon applied an EV / 2026E Adjusted EBITDA multiple reference range of 4.5x – 9.5x to the 2026E Adjusted EBITDA of the Company of $81.4 million based on the Projections, to derive a range of implied enterprise values for the Company. Solomon then subtracted the net debt of the Company, which was $133.4 million as of March 31, 2026, as provided by Company management (including, at the Company management’s direction, $5.0 million accrued by the Company as of December 31, 2025 in connection with certain pending litigation related to the Company’s acquisition of Viewgol, LLC in 2023) to derive a range of implied equity values for the Company. Solomon then divided this range of implied equity values by the number of shares outstanding as of April 22, 2026, as provided by Company management, which was 15.0 million (including outstanding restricted share awards and excluding performance share awards), to derive a range of implied values per share of Common Stock of $15.52 – $42.64.

Selected Precedent Transactions Analysis

Solomon analyzed certain publicly available information relating to the following six selected transactions announced since February 2018 in the HCIT industry for North America-based target companies with implied enterprise values between $460 million and $2.8 billion. For each of the selected transactions, Solomon used amounts disclosed in public filings, company press releases and other public sources to calculate the implied enterprise value of the applicable target company based on the consideration paid in the transaction as a multiple of the target company’s LTM Revenue and Adjusted EBITDA. While none of the target companies in the selected transactions is directly comparable to the Company, Solomon selected the target companies for inclusion in the selected transactions analysis because they are companies with operations that, for the purposes of its analysis, Solomon considered to be similar to certain of the Company’s operations.

 

Announcement Date

Acquiror

Target

LTM Revenue Multiple

LTM Adjusted EBITDA Multiple

February 2018

R1 RCM Inc.

Intermedix Corporation - Healthcare Division

2.4x

NA

June 2018

TD SYNNEX Corporation

Convergys Corporation

1.0x

8.4x

June 2021

Sitel Group (Founders Worldwide Corporation)

Sykes Enterprises, Inc.

1.3x

10.2x

March 2022

N. Harris Computer Corporation

Allscripts Healthcare Solutions Inc. (Veradigm, Inc.)- Hospitals and Large Physician Practice 1

0.8x

4.8x

June 2024

Altaris, LLC

Sharecare, Inc.

1.3x

NM

2

September 2025

Patient Square Capital, LP

Premier, Inc.

2.6x

10.3x

(1)	Includes $670M paid at closing, plus contingent consideration of up to $30M based on performance of the business during the two years following transaction closing.

(2)	Solomon considered EBITDA multiples greater than 40x to be not meaningful to its analysis.

 

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Based on Solomon’s professional judgment and experience, and after taking into consideration, among other things, the observed data described above:

 

•

Solomon applied a range of EV / LTM Revenue multiples of 0.8x – 2.6x to the Company’s LTM Revenue as of December 31, 2025 (which was $346.8 million for the period ended December 31, 2025), to derive a range of implied enterprise values for the Company. Solomon then (i) subtracted the net debt of the Company, which was $133.4 million as of March 31, 2026, as provided by Company management (including, at the Company management’s direction, $5.0 million accrued by the Company as of December 31, 2025 in connection with certain pending litigation related to the Company’s acquisition of Viewgol, LLC in 2023) and (ii) deducted $3.9 million, representing a change-in-control payment due to a third party consultant upon signing of the Merger Agreement, to derive a range of implied equity values for the Company. Solomon then divided this range of implied equity values by the number of shares outstanding as of April 22, 2026, as provided by Company management, which was 15.8 million (including outstanding restricted share awards and performance share awards), to derive a range of implied values per share of Common Stock of $8.89 – $48.47.

 

•

Solomon applied a range of EV / LTM Adjusted EBITDA multiples of 4.8x – 10.3x to the Company’s LTM Adjusted EBITDA as of fiscal year-end December 31, 2025 which was $68.7 million to derive a range of implied enterprise values for the Company. Solomon then (i) subtracted the net debt of the Company, which was $133.4 million as of March 31, 2026, as provided by Company management (including, at the Company management’s direction, $5.0 million accrued by the Company in connection with certain pending litigation related to the Company’s acquisition of Viewgol, LLC in 2023) and (ii) deducted $3.9 million representing a change-in-control payment due to a third party consultant upon signing of the Merger Agreement to derive a range of implied equity values for the Company. Solomon then divided this range of implied equity values by the number of shares outstanding as of April 22, 2026, as provided by Company management, which was 15.8 million (including outstanding restricted share awards and performance share awards), to derive a range of implied values per share of Common Stock of $12.19 – $36.14.

Solomon observed that the Per Share Merger Consideration of $26.25 represented an implied transaction multiple of 8.0x EV / LTM Adjusted EBITDA and 1.6x EV / LTM Revenue based on the Company’s LTM Adjusted EBITDA of $68.7 million and LTM Revenue of $346.8 million for the fiscal year-end December 31, 2025.

Illustrative Discounted Cash Flow Analysis

Using the Projections, Solomon performed an illustrative discounted cash flow analysis of the Company to derive a range of illustrative equity values per share of Common Stock.

Solomon calculated the unlevered free cash flows of the Company for the period commencing on April 1, 2026 through December 31, 2028, which it calculated as estimated Adjusted EBITDA less capital expenditures, severance and non-recurring reorganization expenses and cash taxes (which were $6.0 million in the period from April 1, 2026, $10.4 million in fiscal year 2027 and $14.1 million in fiscal year 2028, as provided by Company management), adjusted for changes in net working capital (which were $1.3 million in the period from April 1, 2026, $1.8 million in fiscal year 2027 and $2.2 million in fiscal year 2028, as provided by Company management). Solomon then calculated a range of the terminal values of the Company by applying a range of multiples of Adjusted EBITDA in the terminal year of 5.0x – 8.0x, which range was selected by Solomon in its professional judgment, to estimated terminal year Adjusted EBITDA in 2028 for the Company, based on the Projections.

Using the mid-year convention for discounting cash flows and discount rates ranging from 12.0% to 13.0%, reflecting Solomon’s estimates of the Company’s weighted average cost of capital (derived by the application of

 

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the Capital Asset Pricing Model), Solomon discounted to present value as of April 22, 2026, (i) the estimates of unlevered free cash flow for the Company for the period from April 1, 2026 through December 31, 2028, and (ii) the range of illustrative terminal values for the Company. As inputs to the weighted average cost of capital, Solomon took into account, among other things, the risk-free rate, equity risk premium, levered beta, pre-tax cost of debt, post-tax cost of debt and debt to total capitalization ratio.

Solomon then derived ranges of implied enterprise values for the Company by adding (i) the present value of the unlevered free cash flow for the Company for the period from April 1, 2026 through December 31, 2028 and (ii) the present value of the illustrative terminal value for the Company that it calculated above. Solomon then subtracted the Company’s net debt as of March 31, 2026, which was $133.4 million, as provided by the management of the Company (including at the Company management’s direction $5.0 million accrued by the Company as of December 31, 2025 in connection with certain pending litigation related to the Company’s acquisition of Viewgol, LLC in 2023), from the range of implied EVs to derive a range of implied equity values for the Company. Solomon then divided this range of implied equity values by the number of shares outstanding as of April 22, 2026, as provided by Company management, which was 15.8 million (including outstanding restricted share awards and performance share awards), as provided by the management of the Company, to derive a range of implied equity values per share of Common Stock of $24.11 to $39.81.

Other Factors

Solomon noted for the Board certain additional factors, which were not considered material to its financial analyses with respect to its opinion, but were referenced solely for informational purposes, including among other things, the following:

 

•

Premiums Paid. Solomon used publicly available information to review 82 transactions for control of publicly listed U.S. targets, with transaction equity values in the $300 million to $1.0 billion range, announced from April 22, 2021 to April 22, 2026, in which at least a 50% stake was acquired for cash and/or stock consideration (excluding transactions in the Finance and Insurance, Oil & Gas Production, Integrated Oil, Oilfield Services / Equipment, Real Estate, Rental & Leasing and Biotechnology industries). Using publicly available information, Solomon calculated the median premium in these transactions, represented by the excess of the per share acquisition price in each transaction over the trading price of the target company prior to the announcement of the transaction. The median transaction premium over the closing trading price of the target company one day prior to announcement was 38.6%. The median transaction premium over the closing trading price of the target company 30 days prior to the announcement was 48.9%. Based on the results of this analysis and its professional judgment and experience, Solomon applied the median premium range of 38.6% to 48.9% to (i) the closing trading price of the shares of Common Stock of $22.88 on April 22, 2026, (ii) the closing trading price of the shares of Common Stock of $14.00 on March 30, 2026, the day prior to the Company’s announcement that it was conducting a strategic review process, and (iii) the closing trading price of the shares of Common Stock of $17.59 on March 16, 2026, the day prior to the Company’s announcement that it was postponing its fourth quarter and year-end 2025 earnings release, which resulted in an implied price range of $19.40 to $34.06 per share of Common Stock. Solomon observed that the Per Share Merger Consideration of $26.25 in cash per share of Common Stock represented an implied one day premium to the closing trading price of the shares of Common Stock on April 22, 2026 of 15%, an implied premium of 87.5% to the closing price of the shares of Common Stock on March 30, 2026 and an implied premium of 49% to the closing price of the shares of Common Stock on March 16, 2026.

 

•

Illustrative Present Value of Future Stock Price. Solomon calculated the illustrative present value of the future price per share of Common Stock, which provides an illustrative indication of the present value of a theoretical future value of the Company’s Common Stock share price as a function of the Company’s estimated future earnings and its assumed price to future Adjusted EBITDA multiple. For this illustrative calculation, Solomon used estimated Adjusted EBITDA from the Projections for fiscal

 

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years 2026 through 2028. Solomon first calculated the implied enterprise value as of the last day of each of fiscal years 2026, 2027 and 2028 by applying price to LTM Adjusted EBITDA multiples of 5.5x – 7.5x to estimated Adjusted EBITDA for the Company for each of the fiscal years 2026 through 2028. Solomon then subtracted the projected net debt of the Company, for the last day of each of the fiscal years 2026 through 2028, to derive a range of implied equity values for the Company. Solomon then divided this range of implied equity values by the number of shares of Common Stock outstanding as of April 22, 2026, as provided by Company management, which was 15.0 million (including outstanding restricted share awards and excluding performance share awards), to derive a range of implied values per share of Common Stock. Solomon then discounted those implied values per share of Common Stock back to April 22, 2026 using an illustrative discount rate of 14.0%, reflecting an estimate of the Company’s cost of equity. This analysis resulted in a range of implied present values of $20.62 to $37.09 per share of Common Stock.

 

•

Historical Company Share Trading Prices. Solomon reviewed the historical trading prices for the shares of Common Stock for the 52-week period ending April 22, 2026, which indicated a range of trading prices per share of Common Stock of $14.00 to $26.29.

 

•

Analyst Price Targets. Solomon reviewed selected public market trading stock price targets for the shares of Common Stock prepared and published by four Wall Street research analysts, each of which published or confirmed specific price targets of the shares of Common Stock available as of April 22, 2026. These targets reflect each analyst’s estimate of the public market trading price of the shares of Common Stock within 12 months from the time the price target was published. Among the four Wall Street research analysts, the range of analyst targets for the shares of Common Stock was $15.00 to $25.00 per share of Common Stock.

Miscellaneous

In connection with the review of the Merger by the Board, Solomon performed a variety of financial analyses for purposes of rendering its opinion, the material portions of which are summarized above. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Solomon’s opinion. In arriving at its fairness determination, Solomon considered the results of all of its analyses and did not draw, in isolation, conclusions from or with regard to any one analysis considered by it for purposes of its opinion. Rather, Solomon made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. In addition, Solomon may have given various analyses more or less weight than other analyses. No company or transaction used in the analyses presented by Solomon to the Board as a comparison is directly comparable to the Company or the Merger.

Solomon prepared these analyses for the purposes of providing an opinion to the Board as to the fairness, from a financial point of view, and as of the date of the opinion, of the Per Share Merger Consideration to be received by holders of shares of Common Stock (other than Excluded Shares) pursuant to the Merger Agreement, and Solomon’s opinion does not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding entered into in connection with the Merger. These analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, IKS, Merger Sub, TopCo, Solomon or any other person assumes responsibility if future results are materially different from those forecasts.

The Per Share Merger Consideration was determined through arm’s-length negotiations between the Company and IKS, and was approved by the Board. Solomon provided advice to the Board during these

 

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negotiations. Solomon did not, however, recommend any specific amount of consideration to the Company or the Board or that any specific amount of consideration constituted the only appropriate consideration for the Merger.

Solomon’s opinion to the Board was one of many factors taken into consideration by the Board in making its determination to approve the Merger Agreement. For a discussion of the factors that the Board considered in determining to approve the Merger Agreement and to recommend adoption of the Merger Agreement by the Company’s stockholders, please see the section of this proxy statement entitled “The Merger Proposal (Proposal 1)—Recommendation of the Board and Reasons for the Merger” beginning on page 54 of this proxy statement. The foregoing summary does not purport to be a complete description of the analyses performed by Solomon in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Solomon attached as Annex D.

The Board selected Solomon as the Company’s financial advisor because it is a recognized financial advisory firm that has substantial experience in transactions similar to the Merger. Pursuant to an engagement letter, dated October 15, 2025, the Company agreed to pay Solomon (a) a fee of $2.5 million, which was payable upon the delivery by Solomon of its opinion, dated as of April 23, 2026, in connection with the Merger Agreement, which is fully creditable against any fee payable upon consummation of the Merger, and (b) a transaction fee of approximately $8.1 million calculated in accordance with such engagement letter, which is payable upon consummation of the Merger and is contingent upon the closing of the Merger. In addition, the Company has agreed to reimburse Solomon’s expenses and indemnify Solomon against certain liabilities arising out of Solomon’s engagement. Solomon has not, during the two years prior to the date of its opinion, provided any financial advisory services to the Company, IKS or any of their respective affiliates, other than serving as financial advisor to the Company in connection with the Merger. In the future, Solomon and/or its affiliates may provide financial advisory services to the Company, IKS, Merger Sub, TopCo and/or their respective affiliates and may receive compensation for rendering such services.

Interests of TruBridge’s Executive Officers and Directors in the Merger

In considering the recommendation of the Board with respect to the Merger, TruBridge stockholders should be aware that certain of TruBridge’s directors and executive officers have interests in the Merger, including financial interests, that are different from, or in addition to, the interests of the other stockholders of TruBridge generally. The Board was aware of and considered these interests, among other matters, during its deliberations on the merits of the Merger and in determining to recommend to TruBridge stockholders that they vote for the Merger Proposal and the Named Executive Officer Merger-Related Compensation Proposal.

These interests include, among others, the following:

 

•

each of TruBridge’s executive officers and one of TruBridge’s non-employee directors holds unvested equity incentive awards under the Stock Plan, and, at the Effective Time, each outstanding equity incentive award will be treated in accordance with the terms set forth in the Merger Agreement;

 

•

each of TruBridge’s executive officers is party to a Severance Arrangement that provides for enhanced severance payments and benefits in connection with a termination of employment by TruBridge or its successor without cause or, as applicable, by the executive for good reason, in each case, within 12 months following a change in control;

 

•

each of TruBridge’s executive officers is party to a Performance-Based Cash Award under the Stock Plan pursuant to which, if the executive officer is terminated by TruBridge or its successor without cause or, as applicable, by the executive for good reason, in each case, within 12 months following a change in control, such Performance-Based Cash Award will accelerate, and a prorated payment in respect of such accelerated Performance-Based Cash Award will be made based on the projected level of performance as of such date of termination;

 

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•

certain of TruBridge’s executive officers are parties to a Retention Agreement, which, in each case, provides for a cash payment on the earlier to occur of the closing of the Merger and the six-month anniversary of the date of grant; and

 

•

TruBridge’s non-employee directors and executive officers are entitled to certain continued indemnification and directors’ and officers’ liability insurance and fiduciary liability insurance coverage under the terms of the Merger Agreement.

These interests are described in more detail below, and certain of them are quantified in the narrative and table below.

The Merger will be a “change in control” for purposes of TruBridge’s executive compensation and benefit plans and agreements as described below.

References to the current named executive officers of TruBridge comprise Christopher L. Fowler—President and Chief Executive Officer, Vinay Bassi—Chief Financial Officer and Treasurer, David Harse—General Manager Patient Care, Merideth Wilson—General Manager Financial Health, and Kevin Plessner—General Counsel, Secretary and Corporate Compliance Officer.

The two other individuals identified as named executive officers in Amendment No. 1 to TruBridge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are no longer employed by TruBridge and include Dawn Severance—Former Chief Sales Officer (whose employment with TruBridge terminated as of October 31, 2025), and Wes D. Cronkite—Former Chief Technology & Innovation Officer (whose employment with TruBridge terminated as of December 5, 2025).

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

 

•

the relevant price per share of TruBridge Common Stock is $26.25;

 

•

the Effective Time as referenced in this section occurs on May 15, 2026, which is the assumed date of the closing of the Merger solely for purposes of the disclosure in this section (the “Assumed Closing Date”);

 

•

the employment of each executive officer was terminated by TruBridge or IKS without cause (as defined in the relevant plans and agreements, as applicable), in either case immediately following the Merger and on the Assumed Closing Date;

 

•

each executive officer’s base salary rate and annual target bonus remain unchanged from those in place as of the Assumed Closing Date;

 

•

each non-employee director and executive officer holds such TruBridge equity awards that are outstanding and held by such non-employee director or executive officer (if any) as of the Assumed Closing Date; and

 

•

performance under each outstanding TruBridge PSA and each Performance-Based Cash Award is satisfied at the target performance level (100% of target), except for TruBridge PSAs granted in 2024 (with a performance period from 2024-2026), which are satisfied at the maximum performance level (200% of target).

The amounts provided below in this section do not include amounts that TruBridge’s executive officers or directors were already entitled to receive, or were vested in, as of the Assumed Closing Date and do not reflect or attempt to forecast compensation actions that may occur before completion of the Merger, including any

 

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additional equity grants, issuances or forfeitures that may occur prior to the Closing of the Merger. Depending on the date upon which the Closing of the Merger actually occurs, certain TruBridge equity incentive awards that are unvested as of the date of this proxy statement and that are included in the calculations herein may vest and settle pursuant to their terms, without regard to the Merger. As a result of the foregoing assumptions, which may or may not be accurate on the relevant date, the actual amounts, if any, to be realized by TruBridge’s executive officers and directors may materially differ from the amounts set forth below.

Treatment of TruBridge Equity Awards

Each of TruBridge’s executive officers (including each current named executive officer) and one of TruBridge’s non-employee directors, David A. Dye, holds Company Equity Awards.

The Company Equity Awards held by TruBridge’s executive officers and non-employee directors immediately prior to the Effective Time will be generally treated in the same manner as those Company Equity Awards held by other employees of TruBridge. At the Effective Time:

 

•

TruBridge RSAs: each outstanding TruBridge RSA will automatically accelerate (subject to any proration as provided for in the applicable award agreement) and convert into the right to receive, with respect to each share subject to such TruBridge RSA (subject to any proration as provided for in the applicable award agreement), $26.25 in cash without interest, less applicable taxes required to be withheld, and be cancelled pursuant to the terms of the Merger Agreement.

 

•

TruBridge PSAs: each outstanding TruBridge PSA will automatically accelerate (subject to any proration as provided for in the applicable award agreement) and convert into the right to receive, with respect to each share subject to such TruBridge PSA (subject to any proration as provided for in the applicable award agreement), $26.25 in cash without interest, less applicable taxes required to be withheld, and be cancelled pursuant to the terms of the Merger Agreement; provided that the number of shares subject to each such TruBridge PSA immediately prior to the Effective Time will be determined based on actual performance through the Effective Time as reasonably determined by the TruBridge compensation committee (or, if actual performance is not reasonably determinable in its discretion, target performance). The TruBridge compensation committee has determined that, as of the Effective Time and subject to any proration as provided for in the applicable award agreement, (i) for each TruBridge PSA granted in 2024 (with a performance period from 2024-2026), the number of shares in respect of each such TruBridge PSA will equal the maximum level of performance (200% of target), and (ii) for each TruBridge PSA granted in 2025 and 2026 (with performance periods from 2025-2027 and 2026-2028, respectively), the number of shares in respect of each such 2025 and 2026 TruBridge PSA will be determined based on the target level of performance (100% of target).

For clarity, TruBridge RSAs and TruBridge PSAs granted in 2026 will be prorated at the Effective Time, in accordance with the terms of the applicable award agreements, as follows:

 

•

The pro-rata portion of the TruBridge RSAs granted in 2026 will be calculated by multiplying the number of shares of restricted stock scheduled to vest on the next scheduled vesting date (i.e., one-third of the shares subject to each such TruBridge RSA award) by a fraction, (i) the numerator of which equals the number of days elapsed from January 1 of the calendar year preceding the next scheduled vesting date, through the Effective Time, and (ii) the denominator of which equals the total number of days in such preceding calendar year.

 

•

The pro-rata portion of the TruBridge PSAs granted in 2026 will be calculated by multiplying the number of earned shares otherwise issuable under such TruBridge PSA (determined in accordance with the treatment set out in the Merger Agreement, as described above) by a fraction, (i) the numerator of which equals the number of days elapsed from January 1, 2026, through the Effective Time, and (ii) the denominator of which equals 1,096.

 

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Pursuant to the terms of the Merger Agreement, TruBridge, the Board and/or the TruBridge compensation committee, as applicable, will cause the Stock Plan to terminate at or prior to the Effective Time.

For an estimate of the amounts that would be realized by each of TruBridge’s named executive officers in connection with the foregoing treatment of outstanding Company Equity Awards, see “—Golden Parachute Compensation” below. The estimated aggregate amount that would be realized by the one executive officer who is not a named executive officer in settlement of such officer’s unvested Company Equity Awards that are outstanding as of the Assumed Closing Date is $243,206. In addition, the estimated aggregate amount that would be realized by one TruBridge non-employee director in settlement of such director’s unvested Company Equity Awards that are outstanding as of the Assumed Closing Date is $749,385.

Severance Arrangements

TruBridge is party to Severance Arrangements with each of its executive officers, including each current named executive officer. Under each Severance Arrangement, if the executive officer experiences a termination of employment by TruBridge or its successor without cause or, as applicable, by the executive for good reason, in each case, within the 12-month period following a change in control, the executive officer is entitled to receive the following severance payments and benefits (the “CIC Benefits”), subject to the executive officer’s compliance with covenants of confidentiality, non-competition, non-solicitation and non-disparagement and execution of an effective release of claims:

 

•

a lump sum payment equal to one and one half times (or, in the case of Mr. Fowler, two times) the sum of the executive officer’s base salary and target bonus for the year in which the termination date occurs, which will be paid within 70 days following the termination date; and

 

•

if the executive officer timely elects medical and/or dental continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), TruBridge or its successor will reimburse the executive officer for the employer portion of the COBRA premium paid by the executive officer for such medical and/or dental continuation coverage (the “COBRA Payment”), until the earliest of (i) the 12-month anniversary (or, in the case of Mr. Fowler, the 18-month anniversary) of the termination date, (ii) the date the executive officer is no longer eligible to receive COBRA continuation coverage and (iii) the date on which the executive officer becomes eligible to receive substantially similar coverage from another employer or other source.

For an estimate of the CIC Benefits that would be realized by each of TruBridge’s named executive officers upon a qualifying termination event, see “—Golden Parachute Compensation” below. The estimated aggregate value of the CIC Benefits that would become payable to the one TruBridge executive officer who is not a named executive officer under such executive officer’s Severance Arrangement if the Merger were completed on the Assumed Closing Date and such executive officer experienced a qualifying termination on that date is $810,557.

Performance-Based Cash Awards

Each of TruBridge’s executive officers is party to a Performance-Based Cash Award under the Stock Plan in respect of fiscal year 2026. Under the terms of each such Performance-Based Cash Award, if the executive officer’s employment is terminated during the applicable performance period by TruBridge or its successor without cause or, as applicable, by the executive for good reason, and such date of termination is within 12 months following a change in control, then a prorated portion of the Performance-Based Cash Award will be payable to the executive officer no later than five days following such date of termination at the projected level of performance through the end of the performance period, as determined by the TruBridge compensation committee as of the date of termination based on performance through the date of such determination. The pro-rata portion will be calculated based on the number of days that the executive officer was employed between the date of the beginning of the performance period and the date of termination, as a percentage of the total number of days in the performance period.

 

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For an estimate of the value of such Performance-Based Cash Awards that would be realized by each of TruBridge’s named executive officers in connection with the closing of the Merger, see “—Golden Parachute Compensation” below. The estimated aggregate value of the Performance-Based Cash Awards that would become payable to the one TruBridge executive officer who is not a named executive officer if the Merger were completed on the Assumed Closing Date and such executive officer experienced a qualifying termination on that date is $64,726.

Retention Agreements

Two of TruBridge’s executive officers (including one named executive officer (Ms. Wilson) and one officer who is not a named executive officer) are parties to Retention Agreements, which, in each case, provides for a cash payment on the earlier to occur of the closing of the Merger and October 8, 2026. The amount that would become payable to Ms. Wilson under her Retention Agreement if the Merger were completed on the Assumed Closing Date is included under the “—Golden Parachute Compensation” section below. The amount that would become payable to the TruBridge executive officer who is not a named executive officer under such executive officer’s Retention Agreement if the Merger were completed on the Assumed Closing Date is $400,000.

Potential Post-Closing Employment Arrangements with IKS

The executive officers of TruBridge as of immediately prior to the Effective Time will, from and after the Effective Time, be the officers of the Surviving Corporation, in each case, until the earlier of the appointment of such officer’s successor or such officer’s death, resignation or removal. Any of TruBridge’s executive officers who become officers or employees of, or who are otherwise retained to provide services to, IKS or the Surviving Corporation may, before, on or following the Closing, enter into new individualized compensation arrangements with IKS or the Surviving Corporation and may participate in cash or equity incentive or other benefit plans maintained by IKS or the Surviving Corporation. As of the date of this proxy statement, no new individualized compensation arrangements between TruBridge’s executive officers and IKS or the Surviving Corporation have been entered into.

Indemnification; Directors’ and Officers’ Insurance

TruBridge’s directors and executive officers are entitled to certain continued indemnification and directors’ and officers’ liability insurance and fiduciary liability insurance coverage under the terms of the Merger Agreement. For additional information, see “The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance” beginning on page 110.

Merger-Related Compensation for TruBridge’s Named Executive Officers

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of TruBridge’s named executive officers that is based on or that otherwise relates to the Merger. The Merger-related compensation payable to these individuals is subject to a non-binding advisory vote of TruBridge’s stockholders, as described above in “Proposal 2: Named Executive Officer Merger-Related Compensation Proposal.” The table below sets forth, for the purposes of this golden parachute disclosure, the amount of payments and benefits that each TruBridge named executive officer would receive, using the assumptions set forth above.

The calculations in the table do not include amounts that TruBridge’s named executive officers were already entitled to receive or vested in as of the date of this proxy statement. These amounts also do not reflect compensation actions that may occur after the date of this proxy statement but before the Effective Time, including any additional equity grants, issuances or forfeitures that may occur prior to the Closing. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

 

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Golden Parachute Compensation

 

Name		Cash ($)(1)				Equity ($)(2)				Benefits ($)(3)				Total ($)
Christopher L. Fowler		$	2,554,118			$	5,838,946			$	34,586			$	8,427,650
Vinay Bassi			1,310,959				3,831,792				1,011				5,143,762
David Harse			973,973				1,362,612				13,755				2,350,340
Merideth Wilson			1,098,322				473,682				23,662				1,595,666
Kevin Plessner			696,863				828,293				—				1,525,156
Dawn Severance			—				720,484				—				720,484
Wes D. Cronkite			—				1,083,600				—				1,083,600

(1)

Cash. The amounts shown consists of (i) a lump sum cash payment equal to either two times (for Mr. Fowler) or one and one half times (for Messrs. Bassi, Harse and Plessner and Ms. Wilson) the sum of the named executive officer’s base salary plus target bonus opportunity; (ii) payment of the named executive officer’s Performance-Based Cash Award, prorated based on the number of days that the named executive officer was employed between the date of the beginning of the performance period and the Effective Time, as a percentage of the total number of days in the performance period; and (iii) solely for Ms. Wilson, the amount payable to Ms. Wilson under her Retention Agreement. The foregoing cash amounts in clauses (i) and (ii) are payable on a “double trigger” basis pursuant to the applicable Severance Arrangements and Performance-Based Cash Awards upon a qualifying termination of employment within 12 months following the Effective Time, as described in the sections entitled “—Severance Arrangements” and “—Performance-Based Cash Awards” above. Payment in respect of the Retention Agreement in clause (iii) is a “single-trigger” benefit, as described in the section entitled “—Retention Agreements” above. The estimated amount of each such payment is shown in the following table:

 

Name		Cash Severance ($)				Prorated Performance- Based Cash Award ($)				Retention ($)				Total ($)
Christopher L. Fowler		$	2,348,400			$	205,718				—			$	2,554,118
Vinay Bassi			1,200,000				110,959				—				1,310,959
David Harse			900,000				73,973				—				973,973
Merideth Wilson			922,500				75,822				100,000				1,098,322
Kevin Plessner			651,000				45,863				—				696,863
Dawn Severance			—				—				—				—
Wes D. Cronkite			—				—				—				—

(2)

Equity. The amounts shown consists of the value of unvested TruBridge RSAs and unearned TruBridge PSAs which will be converted, pursuant to the terms of the Merger Agreement, into the right to receive $26.25 in cash without interest (less applicable taxes required to be withheld) per underlying share (subject to any proration as provided for in the applicable award agreement), as described in the section entitled “—Treatment of TruBridge Equity Awards” above. The accelerated vesting of these awards is a “single trigger” benefit.

 

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The components of the amounts shown under the “Equity” column in the table above are set forth below:

 

Name		Accelerated TruBridge RSAs ($)				Accelerated TruBridge PSAs ($)				Total ($)
Christopher L. Fowler		$	895,598			$	4,943,348			$	5,838,946
Vinay Bassi			584,299				3,247,493				3,831,792
David Harse			216,694				1,145,918				1,362,612
Merideth Wilson			147,053				326,629				473,682
Kevin Plessner			123,979				704,314				828,293
Dawn Severance			—				720,484				720,484
Wes D. Cronkite			—				1,083,600				1,083,600

(3)

Benefits. The amounts shown represent the value of the COBRA Payment, payable for 18 months (for Mr. Fowler) or 12 months (for Messrs. Bassi, Harse and Plessner and Ms. Wilson). These benefits are payable on a “double-trigger” basis pursuant to the applicable Severance Arrangement upon a qualifying termination of employment within 12 months following the Effective Time, as described in the section entitled “—Severance Arrangements” above.

Financing of the Merger

We presently anticipate that the total funds needed to complete the Merger and the related transactions will be approximately $572 million (gross). These funds will be provided by the Debt Financing, described below, and available cash on hand of IKS and its subsidiaries.

IKS has represented to TruBridge that, subject to satisfaction of certain conditions in the Merger Agreement, it will have sufficient funds on the Closing Date to satisfy all obligations under the Merger Agreement, the Debt Financing Letters, or any documents or instruments delivered in connection with the Merger Agreement or the transactions contemplated thereby. This includes the funds needed to: (1) pay TruBridge stockholders the Per Share Merger Consideration of $26.25 in cash for each Eligible Share, (2) make payments in respect of all outstanding TruBridge RSAs and TruBridge PSAs, in each case, to the extent payable at the Closing pursuant to the Merger Agreement, (3) repay all amounts required under TruBridge’s third-party indebtedness that accelerates upon the Closing, and (4) pay all fees and expenses required to be paid by IKS in connection with the foregoing.

In connection with the Merger, IKS has entered into Debt Financing Letters, dated as of April 23, 2026, with Citigroup Global Markets Asia Limited, Citibank, N.A., Deutsche Bank AG Singapore Branch, and JPMorgan Chase Bank, N.A., Hong Kong Branch (collectively, the “Debt Financing Sources”). Pursuant to the Debt Financing Letters, the Debt Financing Sources have committed to provide, upon the terms and subject to the conditions set forth in the Debt Financing Letters, an aggregate of up to $670 million in debt financing. Not all of this amount is expected to be drawn at the Closing. Other than as expressly set forth in the Debt Financing Letters, there are no conditions precedent or other contingencies related to the funding of the full proceeds of the Debt Financing.

Regulatory Approvals

HSR Approval

Under the HSR Act, the parties to the Merger Agreement cannot complete the Merger until they have given notification of and furnished information to the U.S. Department of Justice (the “DOJ”) and the U.S. Federal Trade Commission (the “FTC”) regarding the Merger, and until the applicable waiting period (and any extension thereof) has expired or has been terminated. On May 20, 2026, the parties to the Merger Agreement each filed a Notification and Report Form under the HSR Act. The waiting period under the HSR Act will expire on June 22, 2026 at 11:59 p.m. Central Time, unless earlier terminated or extended by a request for additional information and documentary material from the DOJ or FTC. At any time before or after consummation of the Merger, the

 

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DOJ or FTC, or any state, could take such action under antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the Company or IKS or their respective subsidiaries. Private parties may also seek to take legal action under antitrust laws to prevent the Merger under certain circumstances.

General

The Company and IKS will cooperate with each other and use (and will cause their respective affiliates and subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions necessary or advisable on its part under the Merger Agreement and applicable laws to consummate the transactions contemplated by the Merger Agreement as promptly as practicable after the date of the Merger Agreement, including preparing and delivering or submitting all necessary and advisable documentation to (A) effect the expirations of all statutory waiting periods under applicable laws, including under the HSR Act, and, if applicable, any contractual waiting periods under any timing agreements with a governmental entity applicable to the consummation of the transactions contemplated by the Merger Agreement, as promptly as practicable after the date of the Merger Agreement or the entry into any such timing agreements, respectively, and (B) make with and obtain from, any governmental entity, as applicable, all filings, notices, reports, consents, registrations, approvals, permits and authorizations, in each case, necessary or advisable in order to consummate the transactions contemplated by the Merger Agreement, including the other TruBridge approvals and the other IKS approvals required under the Merger Agreement.

While we have no reason to believe it will not be possible to obtain regulatory approvals in a timely manner, there is no certainty that these approvals will be obtained within the period of time contemplated by the Merger Agreement, if at all.

The approval of any regulatory application or completion of regulatory review merely implies the satisfaction of certain regulatory criteria, which do not include review of the Merger from the standpoint of the adequacy of the consideration to be received by TruBridge stockholders. Further, regulatory approvals or reviews do not constitute an endorsement or recommendation of the Merger.

 

Material U.S. Federal Income Tax Consequences of the Merger

The exchange of Common Stock for cash pursuant to the Merger generally will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state, local or other tax laws.

In general, a U.S. holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger,” beginning on page 130 of this proxy statement) whose shares are converted into the right to receive cash in the Merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. holder’s adjusted tax basis in such shares at the time of the exchange. Gain or loss will be determined separately for each block of shares (i.e., shares acquired at the same cost in a single transaction). The determination of the actual tax consequences of the Merger to a holder will depend on the holder’s specific situation.

A non-U.S. holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger,” beginning on page 130 of this proxy statement) generally will not be subject to U.S. federal income tax with respect to the receipt of cash in exchange for shares of Common Stock pursuant to the Merger unless such non-U.S. holder has certain connections to the United States. However, a non-U.S. holder may be subject to backup withholding tax unless the non-U.S. holder complies with certain certification procedures or otherwise establishes a valid exemption.

 

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The tax consequences of the Merger to such holders will depend on their particular circumstances. Holders of our Common Stock should consult their tax advisors regarding the U.S. federal, state, local and non-U.S. tax consequences of the Merger to such holders in light of their particular circumstances.

Delisting and Deregistration of Common Stock

Prior to the Closing Date (as defined below), TruBridge and IKS will use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done, all things necessary or advisable on their respective parts under applicable law, including, for the avoidance of doubt, the rules and policies of the NASDAQ, to enable the delisting by the Surviving Corporation of the Common Stock from the NASDAQ and the deregistration of the Common Stock under the Exchange Act as promptly as practicable after the Effective Time, but in any event no more than 10 days thereafter. In connection therewith, IKS will use reasonable best efforts to (a) assist in enabling the Company or NASDAQ to be in a position to promptly file and cause the Surviving Corporation or NASDAQ to file with the SEC a Form 25 on the Closing Date, and (b) cause the Surviving Corporation to file a Form 15 on the first business day that is at least 10 days after the date the Form 25 is filed.

Appraisal Rights

If the Merger is completed, holders of shares of our Common Stock issued and outstanding immediately prior to the Effective Time who do not vote in favor of the Merger Proposal, who duly demand appraisal pursuant to Section 262 of the DGCL and have not effectively withdrawn their demand or otherwise waived or lost their rights to appraisal are entitled to seek appraisal of their shares of our Common Stock in connection with the Merger under Section 262 of the DGCL.

This section is intended only as a brief summary of certain provisions of the statutory procedures that a person must follow under the DGCL in order to seek and perfect appraisal rights in connection with the Merger. The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and is incorporated by reference herein. The following summary does not constitute any legal or other advice, nor does it constitute a recommendation that persons entitled to appraisal exercise their appraisal rights under Section 262 of the DGCL. Failure to follow precisely the steps required by Section 262 of the DGCL for demanding and perfecting appraisal rights may result in the loss of such rights. All references in Section 262 of the DGCL and in this summary to a (i) “stockholder” are to the record holder of shares of our Common Stock, (ii) “beneficial owner” are to a person who is the beneficial owner of shares of our Common Stock held either in voting trust or by a nominee on behalf of such person, and (iii) “person” are to an individual, corporation, partnership, unincorporated association or other entity.

Pursuant to Section 262 of the DGCL, when a merger agreement will be submitted for adoption at a meeting of stockholders, a company must notify each of its stockholders who was a stockholder of record on the record date for notice of such meeting, with respect to shares of such company’s common stock for which appraisal rights are available, not less than 20 days before the special meeting to vote on the merger agreement, that appraisal rights are available. Either a copy of Section 262 of the DGCL must be included with the notice or the notice must direct stockholders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost.

This proxy statement constitutes TruBridge’s notice pursuant to Section 262 of the DGCL to our stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 of the DGCL is available at https://delcode.delaware.gov/title8/c001/sc09/index.html#262, in compliance with the requirements of Section 262 of the DGCL. If you wish to exercise your appraisal rights, you should carefully review the provisions of Section 262 of the DGCL, which is accessible at the following publicly available

 

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website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262, particularly the procedural steps required to properly demand and perfect such rights. Failure to strictly comply, timely and properly, with the requirements of Section 262 of the DGCL will result in the loss of your appraisal rights. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of our Common Stock, TruBridge encourages stockholders considering exercising such rights to consult with their legal and financial advisors.

If you wish to demand appraisal of your shares of our Common Stock, you must satisfy each of the following conditions: (i) you must deliver to TruBridge a written demand for an appraisal of your shares of our Common Stock before the vote is taken on the Merger Proposal at the Special Meeting, which written demand must reasonably inform us of the identity of the stockholder of record of shares of our Common Stock and that you intend thereby to demand appraisal of such shares of our Common Stock in connection with the Merger; (ii) you must hold your shares of our Common Stock from the date of making such demand and continue to hold your shares of our Common Stock through the Effective Time; (iii) you must not vote or submit a proxy in favor of, or consent in writing to, the Merger Proposal with respect to your shares of our Common Stock for which you intend to demand appraisal; (iv) you or any other person entitled to demand an appraisal in connection with the Merger must not thereafter withdraw your demand for appraisal of your shares of our Common Stock or otherwise lose your appraisal rights, in each case in accordance with the DGCL; and (v) you otherwise must meet the criteria and follow the procedures set forth in Section 262 of the DGCL.

If any of these conditions is not satisfied with respect to any of your shares of our Common Stock and the Merger is completed, you will be entitled to receive the Per Share Merger Consideration for each share of our Common Stock as provided in the Merger Agreement, but you will not have appraisal rights with respect to such shares of our Common Stock. A proxy with respect to any such shares of our Common Stock that is submitted and does not contain voting instructions will, unless revoked, be voted “FOR” the Merger Proposal, result in the loss of the stockholder’s right of appraisal with respect to such shares of our Common Stock and nullify any previously delivered written demand for appraisal in respect thereof. Therefore, a stockholder who submits a proxy for such person’s shares of our Common Stock and who wishes to exercise appraisal rights with respect to such shares of our Common Stock must either revoke such proxy, submit a later-dated proxy with respect to such shares of our Common Stock containing instructions to vote “AGAINST” the Merger Proposal or “ABSTAIN” from voting on the Merger Proposal or attend the Special Meeting and vote “AGAINST” the Merger Proposal or “ABSTAIN” from voting on the Merger Proposal with respect to such shares of our Common Stock. Voting against or failing to vote for the Merger Proposal by itself does not constitute a demand for appraisal within the meaning of Section 262 of the DGCL. The written demand for appraisal must be in addition to, and separate from, any proxy or vote on the Merger Proposal.

The shares of our Common Stock are currently listed on a national securities exchange, and, assuming such shares of our Common Stock remain listed on a national securities exchange immediately prior to the Merger (which we expect to be the case), after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all holders of our Common Stock who are otherwise entitled to appraisal rights unless (x) the total number of shares of our Common Stock entitled to appraisal exceeds 1% of the outstanding shares of our Common Stock eligible for appraisal or (y) the value of the aggregate consideration offered pursuant to the Merger Agreement in respect of such total number of shares of our Common Stock exceeds $1.0 million. We refer to these conditions as the “Minimum Conditions.”

All written demands for appraisal (i) should be addressed to our Corporate Secretary at 54 St. Emanuel Street, Mobile, Alabama 36602 and (ii) must be delivered to TruBridge before the vote is taken on the Merger Proposal at the Special Meeting. Demands for appraisal may not be submitted by electronic transmission. The demand will be sufficient if it reasonably informs TruBridge of the identity of the stockholder and the intention of the stockholder to demand appraisal of the fair value of such person’s shares of our Common Stock. The failure of a record holder or beneficial owner of shares of our Common Stock to file such a petition within the period specified in Section 262 of the DGCL and deliver to TruBridge the written demand for appraisal prior to the taking of the vote on the Merger Proposal at the Special Meeting will result in the loss of appraisal rights.

 

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Record Holders

A demand for appraisal by a holder of record must be executed by or on behalf of the holder of record and must reasonably inform us of the identity of the stockholder and that the person intends thereby to demand appraisal of the stockholder’s shares of our Common Stock in connection with the Merger. If a holder of record is submitting a demand with respect to shares of our Common Stock owned of record in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner in such capacity, and if the shares of our Common Stock are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners. A holder of record, such as a brokerage firm, bank, trust or other nominee, who holds shares of our Common Stock as nominee or intermediary for one or more beneficial owners may exercise appraisal rights with respect to shares of our Common Stock held for one or more beneficial owners while not exercising appraisal rights for other beneficial owners. In that case, the written demand should state the number of shares of our Common Stock as to which appraisal is sought. Where no number of shares of our Common Stock is expressly mentioned, the demand will be presumed to cover all shares of our Common Stock held in the name of the holder of record.

Beneficial Owners

A beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares of our Common Stock in accordance with the procedures of subsection (d)(1) of Section 262 of the DGCL summarized above; provided that (i) such beneficial owner continuously owns such shares of our Common Stock through the Effective Time and otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection (a) of Section 262 of the DGCL and (ii) the demand made by such beneficial owner reasonably identifies the holder of record of the shares of our Common Stock for which the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by TruBridge under Section 262 of the DGCL and to be set forth on the Verified List (defined below).

Although not expressly required by Section 262 of the DGCL, TruBridge reserves the right to take the position that it may require the submission of all information required of a beneficial owner under subsection (d)(3) of Section 262 of the DGCL with respect to any person sharing beneficial ownership of the shares of our Common Stock for which such demand is submitted.

Actions After Consummation of the Merger

If the Merger is consummated, within 10 days after the Effective Time, TruBridge, as the surviving corporation in the Merger, will notify each TruBridge stockholder of record who has made a written demand for appraisal pursuant to Section 262 of the DGCL and who has not voted in favor of the Merger Proposal, and any beneficial owner who has properly demanded appraisal pursuant to Section 262 of the DGCL, of the date that the Merger has become effective.

At any time within 60 days after the Effective Time, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw such person’s demand for appraisal and accept the Per Share Merger Consideration offered pursuant to the Merger Agreement by delivering to us a written withdrawal of the demand for appraisal. Within 120 days after the Effective Time, but not thereafter, either TruBridge, as the surviving corporation to the Merger, or any person who has complied with the requirements of Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the

 

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DGCL, may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on TruBridge, as the surviving corporation, in the case of a petition filed by a stockholder of record or beneficial owner, demanding a determination of the fair value of the shares of our Common Stock held by all TruBridge stockholders entitled to appraisal. TruBridge, as the surviving corporation to the Merger, is under no obligation to file any such petition and has no present intent of doing so. Accordingly, it is your obligation to initiate all necessary action to perfect your appraisal rights in respect of your shares of our Common Stock within the time prescribed in Section 262 of the DGCL. Within 120 days after the Effective Time, any person who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from TruBridge, as the surviving corporation of the Merger, a statement setting forth the aggregate number of shares of our Common Stock not voted in favor of the approval and adoption of the Merger Agreement and with respect to which we have received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares of our Common Stock (provided that, where a beneficial owner makes a demand on his, her or its own behalf, the record holder of such shares of our Common Stock will not be considered a separate stockholder holding such shares of our Common Stock for purposes of such aggregate number). TruBridge, as the surviving corporation of the Merger, must give this statement to the requesting stockholder or beneficial owner within 10 days after receipt of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by a record holder of shares of our Common Stock or a beneficial owner and a copy thereof is served upon TruBridge, as the surviving corporation of the Merger, then TruBridge, as the surviving corporation of the Merger, will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list (the “Verified List”) containing the names and addresses of all persons who have demanded appraisal for their shares of our Common Stock and with whom agreements as to the value of their shares of our Common Stock have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed to TruBridge, as the surviving corporation of the Merger, and all TruBridge stockholders shown on the Verified List at the addresses stated therein. The forms of the notices by mail and by publication will be approved by the Delaware Court of Chancery, and the costs of these notices will be borne by TruBridge, as the surviving corporation of the Merger.

After providing notice to the stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those persons who have complied with Section 262 of the DGCL and who have become entitled to appraisal rights thereunder.

In addition, assuming our Common Stock remained listed on a national securities exchange immediately prior to the Effective Time, the Delaware Court of Chancery will dismiss the appraisal proceedings as to all our stockholders who assert appraisal rights unless one of the Minimum Conditions is met.

Determination of Fair Value

After determining the persons entitled to appraisal, the Delaware Court of Chancery will determine the “fair value” of the shares of our Common Stock subject to appraisal, exclusive of any element of value arising from the accomplishment or expectation of the Merger, to be paid upon the amount determined to be the fair value.

In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Merger that throw any light on the future prospects of the merged

 

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corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.”

Persons considering seeking appraisal should be aware that the fair value of their shares of our Common Stock as so determined by the Delaware Court of Chancery could be more than, the same as or less than the Per Share Merger Consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares of our Common Stock and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration offered pursuant to the Merger Agreement is not an opinion as to, and might not in any manner address, “fair value” under Section 262 of the DGCL. Although we believe that the Per Share Merger Consideration offered pursuant to the Merger Agreement is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and persons considering exercising appraisal rights should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Per Share Merger Consideration offered pursuant to the Merger Agreement. Neither TruBridge nor IKS anticipates offering more than the Per Share Merger Consideration offered pursuant to the Merger Agreement to any holder of shares of our Common Stock exercising appraisal rights, and TruBridge and IKS each reserve the right to make a voluntary cash payment pursuant to subsection (h) of Section 262 of the DGCL and to assert, in any appraisal proceeding, that for purposes of Section 262 of the DGCL, the “fair value” of a share of our Common Stock is less than the Per Share Merger Consideration offered pursuant to the Merger Agreement. If a demand for appraisal is duly withdrawn, a petition for appraisal is not timely filed, neither of the Minimum Conditions is met (assuming our Common Stock remained listed on a national securities exchange immediately prior to the Effective Time) or other requirements imposed by Section 262 of the DGCL to perfect and seek appraisal are not satisfied, then the right to an appraisal will cease.

Upon application by TruBridge, as the surviving corporation of the Merger, or by any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the Verified List may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262 of the DGCL.

The Delaware Court of Chancery will direct the payment of the fair value of the shares of our Common Stock by TruBridge, as the surviving corporation of the Merger, to the persons entitled thereto. Payment will be made to each such person upon such terms and conditions as the Delaware Court of Chancery may order. The Delaware Court of Chancery’s decree may be enforced as other decrees in such court may be enforced.

The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the Verified List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares of our Common Stock entitled to appraisal not dismissed pursuant to subsection (k) of Section 262 of the DGCL or subject to such an award pursuant to a reservation of jurisdiction under subsection (k) of Section 262 of the DGCL. In the absence of such an order, each party bears its own expenses.

If any person who demands appraisal of such person’s shares of our Common Stock under Section 262 of the DGCL fails to perfect, or loses or successfully withdraws, such person’s right to appraisal, such person’s shares of our Common Stock will be deemed to have been converted at the Effective Time into the right to

 

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receive the Per Share Merger Consideration pursuant to the Merger Agreement. A person will fail to perfect, or effectively lose or withdraw, such person’s right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time, neither of the Minimum Conditions is met (assuming our Common Stock remained listed on a national securities exchange immediately prior to the Effective Time) or if the person delivers to TruBridge a written withdrawal of the person’s demand for appraisal in accordance with Section 262 of the DGCL.

From and after the Effective Time, no person who has demanded appraisal rights with respect to some or all of such person’s shares of our Common Stock will be entitled to vote such shares of our Common Stock for any purpose or to receive payment of dividends or other distributions on such shares of our Common Stock, except dividends or other distributions payable to stockholders of record as of a time prior to the Effective Time. If no petition for an appraisal is filed, if neither of the Minimum Conditions is met (assuming our Common Stock remained listed on a national securities exchange immediately prior to the Effective Time) or if the person who has made a demand for appraisal delivers to TruBridge a written withdrawal of the demand for an appraisal in respect of some or all of such person’s shares of our Common Stock within 60 days after the Effective Time in accordance with Section 262 of the DGCL, then the right of such person to an appraisal of such shares of our Common Stock will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, no appraisal proceeding will be dismissed as to any person without the approval of the Delaware Court of Chancery and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including, without limitation, a reservation of jurisdiction for any application to the Delaware Court of Chancery made under subsection (j) of Section 262 of the DGCL, provided that this sentence does not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the Effective Time.

Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL will result in the loss of a stockholder’s or beneficial owner’s statutory appraisal rights.

Consequently, any stockholder or beneficial owner wishing to exercise appraisal rights is encouraged to consult with their legal and financial advisors before attempting to exercise those rights. To the extent there are any inconsistencies between the foregoing summary and Section 262 of the DGCL, Section 262 of the DGCL will govern.

Effects on TruBridge If the Merger Is Not Completed

If the Merger Proposal is not approved by TruBridge stockholders, or if the Merger is not completed for any other reason, TruBridge stockholders will not receive any payment for their shares of Common Stock in connection with the Merger. Instead, TruBridge will remain an independent public company, our shares of Common Stock will continue to be listed and traded on NASDAQ and we will continue to file periodic reports, current reports and proxy and information statements with the SEC.

In addition, if the Merger is not completed, TruBridge expects that management will operate TruBridge’s business in a manner similar to that in which it is being operated today and that TruBridge stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the competitive industry in which TruBridge operates and adverse economic conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that would have caused the Merger not to be completed, it is likely that the price of Common Stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Common Stock would return to the price at which it trades as of the date of this proxy statement.

 

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Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Common Stock. If the Merger is not completed, the Board will continue to evaluate and review TruBridge’s business operations, properties and capitalization, among other things, make such changes as are deemed appropriate, and continue to seek to identify strategic alternatives to enhance stockholder value. If the Merger Proposal is not approved by TruBridge stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to TruBridge will be offered or that TruBridge’s business, prospects or results of operation will not be adversely impacted.

Further, if the Merger Agreement is terminated under certain specified circumstances pursuant to the terms of the Merger Agreement, (a) TruBridge may be required to pay IKS a termination fee of approximately $12.3 million or (b) IKS may be required to pay TruBridge a reverse termination fee of approximately $24.6 million. For a discussion of the circumstances under which TruBridge will be required to pay a termination fee or IKS will be required to pay a reverse termination fee, see the section entitled “The Merger Agreement—Termination Fees,” beginning on page 118 of this proxy statement.

 

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THE MERGER AGREEMENT

The following discussion sets forth the material provisions of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated by reference herein. The rights and obligations of the parties are governed by the express terms and conditions of the Merger Agreement and not by this discussion, which is summary by nature. This discussion is not complete and is qualified in its entirety by reference to the complete text of the Merger Agreement. You are encouraged to read the Merger Agreement carefully and in its entirety, as well as this proxy statement and any documents incorporated by reference herein, before making any decisions regarding the Merger. This section is not intended to provide you with any factual information about us. Such information can be found elsewhere in this proxy statement and in the public filings we make with the SEC, as described in the section entitled “Where You Can Find More Information,” beginning on page 135.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (i) were made or agreed upon only as of the date of the Merger Agreement or such other date or dates as may be specified in the Merger Agreement; (ii) were made solely for the benefit of the parties to the Merger Agreement; (iii) are not intended to be treated as categorical statements of fact, but rather as a way of allocating contractual risk among the parties to the Merger Agreement; (iv) are subject to important qualifications, limitations and supplemental information agreed to by the Company, IKS, Merger Sub and TopCo, as applicable, in connection with negotiating the terms of the Merger Agreement, including (A) information in confidential disclosure schedules delivered to (x) IKS by the Company concurrently with the execution and delivery of the Merger Agreement (the “Company Disclosure Schedule”), (y) the Company by IKS concurrently with the execution and delivery of the Merger Agreement (the “IKS Disclosure Schedule”) and (z) the Company by TopCo concurrently with the execution and delivery of the Merger Agreement (the “TopCo Disclosure Schedule”), which each contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement, (B) information contained in the Company’s publicly filed SEC reports filed or furnished on or after January 1, 2025 and at least three business days prior to the date of the Merger Agreement (but excluding disclosures or other information set forth or referenced in any risk factor, forward-looking statement, quantitative and qualitative disclosures about market risk section or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature), (C) information contained in IKS’s reports, forms, proxy statements, registration statements and other statements, certifications and documents required to be filed with or furnished to any governmental entity by IKS on or after December 31, 2023 and prior to the date of the Merger Agreement (but excluding disclosures set forth or referenced in any risk factor, forward-looking statement, quantitative and qualitative disclosures about market risk section or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature); and (v) may be subject to a contractual standard of materiality different from those generally applicable to reports and documents filed with the SEC. In addition, the representations and warranties may have been included in the Merger Agreement for the purpose of allocating contractual risk between the Company, on the one hand, and IKS, Merger Sub and TopCo, as applicable, on the other hand, rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to stockholders. Further, the representations and warranties were negotiated with the principal purpose of establishing the circumstances in which a party to the Merger Agreement may have the right not to consummate the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise (subject to materiality thresholds). Our stockholders are not generally third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, IKS, Merger Sub and TopCo, as applicable, or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. None of the representations and warranties will survive the Closing, and, therefore, they will have no legal effect under the Merger Agreement after the Effective Time. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations

 

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on the respective businesses of the Company, IKS, Merger Sub and TopCo, as applicable, because the parties may take certain actions that are either expressly permitted in the Company Disclosure Schedule, IKS Disclosure Schedule or TopCo Disclosure Schedule or as otherwise consented to by the appropriate party, which consent may be given without notice to the public. The Merger Agreement is described below, and attached as Annex A to this proxy statement, only to provide you with information regarding its terms and conditions, and not to provide you with any other factual information regarding the Company, IKS, Merger Sub and TopCo, as applicable, or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this proxy statement and any documents incorporated by reference herein. Additional information can be found in our public filings with the SEC, as described in the section entitled “Where You Can Find More Information,” beginning on page 135 of this proxy statement.

The Merger

Upon the terms and subject to the conditions of the Merger Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into TruBridge, the separate corporate existence of Merger Sub will cease, and TruBridge will continue as the Surviving Corporation and wholly owned subsidiary of IKS, and the separate corporate existence of TruBridge will continue unaffected by the Merger. The Merger will have the effects set forth in the Merger Agreement and the relevant provisions of the DGCL.

Closing and Effectiveness of the Merger

The closing of the Merger (the “Closing” and, the date on which the closing of the Merger occurs, the “Closing Date”) will take place at 8:00 a.m., New York City time, remotely by the exchange of documents and signatures (or their electronic counterparts) or, to the extent such exchange is not practicable, at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York, 10004, on the third business day following the satisfaction or, to the extent permitted by applicable law, waiver of the conditions to Closing described below under “Closing Conditions” (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing); provided, however, if the Closing would otherwise be required to occur on a date that is earlier than the seventh business day after the date on which the Regulatory Approval Condition (as further described below in the section entitled “The Merger Agreement—Closing Conditions,” beginning on page 113 of this proxy statement) has been satisfied, then the Closing will take place as promptly as reasonably practicable after the date on which such condition has been satisfied, and in any event no later than the seventh business day thereafter; or at such other place, and at such other time, or on such other date as the Parties may mutually agree in writing.

As promptly as practicable following the Closing, but on the Closing Date, the parties will (a) cause the certificate of merger relating to the Merger (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL, and (b) deliver and tender, or cause to be delivered or tendered, as applicable, any Taxes and fees and make all other filings or recordings required under the DGCL in connection with such filing of the Certificate of Merger and the Merger. The Merger will become effective at the time the Certificate of Merger is executed and filed with the Secretary of State of the State of Delaware or at such later time as the Company and IKS agree upon in writing and specify in the Certificate of Merger so executed and filed.

Effect of the Merger on Common Stock

At the Effective Time, each Eligible Share will be converted into the right to receive the Per Share Merger Consideration, and will cease to be outstanding, will be cancelled and will cease to exist. At the Effective Time, with respect to each Excluded Share, each Excluded Share will cease to be outstanding, will be cancelled without payment of any consideration therefor and will cease to exist, subject to any rights that stockholders holding Dissenting Shares may have with respect to such Dissenting Shares. Appraisal rights are discussed in detail above under “The Merger Proposal (Proposal 1)—Appraisal Rights,” beginning on page 79 of this proxy statement.

 

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Delivery of Merger Consideration

At or prior to the Effective Time, IKS will deposit, or cause to be deposited, with a paying agent an amount in cash in immediately available funds sufficient in the aggregate to provide all funds necessary for the paying agent to make payments in respect of the Eligible Shares pursuant to the provisions of the Merger Agreement (such cash, the “Exchange Fund”). Pursuant to a paying agent agreement to be entered into prior to the Closing, the paying agent will, among other things, (A) act as the paying agent for the payment and delivery of the Per Share Merger Consideration in respect of each Eligible Share, and (B) invest the Exchange Fund, if and as directed by IKS. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level sufficient to make prompt payment and delivery of the aggregate Per Share Merger Consideration as contemplated by the Merger Agreement, or to the extent the Exchange Fund is not sufficient to make prompt payment and delivery of the aggregate Per Share Merger Consideration in respect of any Dissenting Shares that become Eligible Shares pursuant to the Merger Agreement, IKS will promptly deposit or cause to be deposited such additional amounts in cash in immediately available funds with the paying agent for the Exchange Fund so as to ensure that the Exchange Fund is at all relevant times maintained at a level sufficient to make such cash payments. Any interest and other income resulting from such investment (if any) in excess of the amounts payable pursuant to the provisions of the Merger Agreement will be promptly returned to IKS or the Surviving Corporation, as determined by IKS in accordance with the terms and conditions of the paying agent agreement.

As promptly as reasonably practicable after the Effective Time (but in any event within three business days thereafter), IKS will cause the paying agent to mail or otherwise provide each holder of record of Eligible Shares that are (A) certificated shares (“Certificates”), or (B) book-entry shares (“Book-Entry Shares”) not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice will include:

 

•

appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery will be effected, and risk of loss and title to the Certificates or such Book-Entry Shares will pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in the Merger Agreement) or the surrender of such Book-Entry Shares to the paying agent (which will be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the paying agent may reasonably request pursuant to the terms and conditions of the paying agent agreement), as applicable (such materials to be in such form and have such other provisions as IKS and TruBridge may reasonably mutually agree); and

 

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instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates) or such Book-Entry Shares to the paying agent in exchange for the Per Share Merger Consideration that such holder is entitled to receive as a result of the Merger.

With respect to Book-Entry Shares held, directly or indirectly, through DTC, IKS and TruBridge will cooperate to establish procedures with the paying agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the paying agent will transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by IKS, TruBridge, the paying agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Merger Consideration to which such beneficial owners are entitled to receive as a result of the Merger.

Upon surrender to the paying agent of Eligible Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the paying agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the paying agent in

 

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connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the paying agent may reasonably request pursuant to the terms and conditions of the paying agent agreement), in each case of the foregoing clauses (A) and (B), pursuant to such materials and instructions contemplated by the Merger Agreement, and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by TruBridge, IKS, the paying agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the holder of such Certificate or Book-Entry Share will be entitled to receive in exchange therefor, and IKS will cause the paying agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders, an amount in cash in immediately available funds (after giving effect to any required tax withholdings as provided in the Merger Agreement) equal to the product obtained by multiplying (1) the number of Eligible Shares represented by such Certificates (or affidavits of loss in lieu of the Certificates) or such Book-Entry Shares by (2) the Per Share Merger Consideration, and each surrendered Certificate will be cancelled.

In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of TruBridge or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of TruBridge, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued by the paying agent to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the paying agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to IKS and the paying agent. Payment of the Per Share Merger Consideration with respect to Book-Entry Shares will only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of TruBridge.

For the avoidance of doubt, no interest will be paid or accrued for the benefit of any holder of Eligible Shares on any amount payable upon the surrender of any Eligible Shares.

From and after the Effective Time, there will be no transfers on the stock transfer books or ledger of TruBridge of the Eligible Shares. If, after the Effective Time, any Certificate or acceptable evidence of a Book-Entry Share is presented to the Surviving Corporation, IKS or the paying agent for transfer, it will be cancelled and exchanged for the cash amount in immediately available funds which the holder is entitled to receive as a result of the Merger.

Any portion of the Exchange Fund (including any interest and other income resulting from any investments thereof (if any)) that remains unclaimed by the holders of Eligible Shares for 180 days from and after the Closing Date will be delivered to IKS or the Surviving Corporation, as determined by IKS. Any holder of Eligible Shares who has not complied with the procedures, materials and instructions contemplated by the Merger Agreement will thereafter look only to the Surviving Corporation as a general creditor for such payments (after giving effect to any required tax withholdings as provided in the Merger Agreement) in respect thereof. Notwithstanding anything to the contrary in the Merger Agreement, none of the Surviving Corporation, IKS, the paying agent or any other Person will be liable to any former holder of Shares or Company Equity Awards for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

In the event any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of such fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by IKS and/or the paying agent pursuant to the paying agent agreement or otherwise, the posting by such person of a bond in customary amount, and upon such terms as may be required by IKS and/or the paying agent pursuant to the paying agent agreement or otherwise as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the paying agent will, in exchange for such Certificate, issue a check in the amount (after giving effect to any required tax withholdings) equal to the product obtained by multiplying (i) the

 

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number of Eligible Shares represented by such lost, stolen or destroyed Certificate by (ii) the Per Share Merger Consideration.

Subject to the provisions of the Merger Agreement, no Dissenting Stockholder will be entitled to receive the Per Share Merger Consideration with respect to any of the Dissenting Shares owned by such Dissenting Stockholder, and each Dissenting Stockholder will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder will cease to have any other rights with respect to such Dissenting Shares. TruBridge will give IKS (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported written withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable law that are received by TruBridge relating to TruBridge’s stockholders’ demands of appraisal, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL; provided, however, that IKS will allow TruBridge to also participate in (but not direct) any such negotiations and proceedings. TruBridge will not, except with the prior written consent of IKS, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder has effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares will become Eligible Shares and converted into the right to receive the Per Share Merger Consideration with respect to such Shares.

Each of IKS, the Surviving Corporation and the paying agent (and any of their respective Affiliates) will be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Merger Agreement to any holder of shares of Common Stock or Company Equity Awards such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any other applicable tax law. To the extent that amounts are so withheld, such withheld amounts (i) will be timely remitted to the applicable governmental entity, and (ii) will be treated as having been paid to the holder of Shares or Company Equity Awards in respect of which such deduction and withholding was made.

Treatment of TruBridge Equity Awards

The Company Equity Awards that are outstanding immediately prior to the Effective Time will be treated as follows at the Effective Time:

 

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TruBridge RSAs: each outstanding TruBridge RSA will automatically accelerate (subject to any proration as provided for in the applicable award agreement) and convert into the right to receive, with respect to each share subject to such TruBridge RSA (subject to any proration as provided for in the applicable award agreement), $26.25 in cash without interest, less applicable taxes required to be withheld, and be cancelled pursuant to the terms of the Merger Agreement.

 

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TruBridge PSAs: each outstanding TruBridge PSA will automatically accelerate (subject to any proration as provided for in the applicable award agreement) and convert into the right to receive, with respect to each share subject to such TruBridge PSA (subject to any proration as provided for in the applicable award agreement), $26.25 in cash without interest, less applicable taxes required to be withheld, and be cancelled pursuant to the terms of the Merger Agreement; provided that the number of shares subject to each such TruBridge PSA immediately prior to the Effective Time will be determined based on actual performance through the Effective Time as reasonably determined by the TruBridge compensation committee (or, if actual performance is not reasonably determinable in its discretion, target performance). The TruBridge compensation committee has determined that, as of the Effective Time and subject to any proration as provided for in the applicable award agreement, (i) for each TruBridge PSA granted in 2024 (with a performance period from 2024-2026), the number of shares in respect of each such TruBridge PSA will equal the maximum level of performance (200% of target), and (ii) for each TruBridge PSA granted in 2025 and 2026 (with performance periods from 2025-2027 and 2026-2028, respectively), the number of shares in respect of each such 2025 and 2026 TruBridge PSA will be determined based on the target level of performance (100% of target).

 

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For clarity, TruBridge RSAs and TruBridge PSAs granted in 2026 will be prorated at the Effective Time, in accordance with the terms of the applicable award agreements, as follows:

 

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The pro-rata portion of the TruBridge RSAs granted in 2026 will be calculated by multiplying the number of shares of restricted stock scheduled to vest on the next scheduled vesting date (i.e., one-third of the shares subject to each such TruBridge RSA award) by a fraction, (i) the numerator of which equals the number of days elapsed from January 1 of the calendar year preceding the next scheduled vesting date, through the Effective Time, and (ii) the denominator of which equals the total number of days in such preceding calendar year.

 

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The pro-rata portion of the TruBridge PSAs granted in 2026 will be calculated by multiplying the number of earned shares otherwise issuable under such TruBridge PSA (determined in accordance with the treatment set out in the Merger Agreement, as described above) by a fraction, (i) the numerator of which equals the number of days elapsed from January 1, 2026, through the Effective Time, and (ii) the denominator of which equals 1,096.

Pursuant to the terms of the Merger Agreement, TruBridge, the Board and/or the TruBridge compensation committee, as applicable, will cause the Stock Plan to terminate at or prior to the Effective Time.

Representations and Warranties

Representations and Warranties of TruBridge

TruBridge’s representations and warranties relate to, among other things:

 

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Due organization, valid existence and good standing; corporate or similar power and authority to own, lease or operate its properties and assets and conduct business; qualification to conduct business; organizational documents;

 

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Capitalization; absence of voting debt securities; equity awards; ownership of subsidiaries; validity of capital stock issued; absence of shareholder agreements, voting trusts or similar agreements; absence of preemptive or other outstanding rights, options, calls or similar rights;

 

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Corporate power and authority to enter into the Merger Agreement and consummate the Merger; due execution of the Merger Agreement; enforceability of the Merger Agreement;

 

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Approval of the Merger Agreement by the Board; making of the Board Recommendation by the Board;

 

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Receipt by the Board of the opinion of TruBridge’s financial advisor, Solomon;

 

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Absence of non-identified required authorizations, actions and governmental filings;

 

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Absence of breaches of the organizational documents, applicable laws and material contracts with third parties, and the creation of encumbrances (other than certain permitted encumbrances);

 

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Compliance with applicable laws; absence of violations of anti-corruption, anti-bribery, export, sanctions and similar laws; validity of licenses;

 

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Timeliness and accuracy of SEC reports, and compliance with the Securities Act, Exchange Act and Sarbanes-Oxley Act;

 

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Disclosure controls and procedures and internal control over financial reporting, including assessments of the effectiveness thereof; absence of complaints regarding accounting, internal accounting controls or auditing matters;

 

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Financial statements, absence of undisclosed liabilities and absence of off-balance sheet arrangements;

 

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Absence of litigation and governmental orders;

 

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Absence of certain changes, including absence of a Material Adverse Effect (as defined below) that has not been cured, since January 1, 2025, and conduct of the business in the ordinary course;

 

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Material contracts;

 

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Employee benefits;

 

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Labor matters;

 

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Environmental matters;

 

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Tax matters;

 

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Real property;

 

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Tangible property;

 

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Intellectual property, information technology and privacy;

 

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Compliance with applicable healthcare laws; healthcare regulatory matters and AI technology compliance;

 

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Insurance policies;

 

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Inapplicability of any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation (“Takeover Statute”);

 

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Absence of brokers or finders; and

 

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Absence of other representations and warranties.

Certain of TruBridge’s representations and warranties are qualified as to “materiality” or “Company Material Adverse Effect.” “Company Material Adverse Effect” means any event, development, change, state of facts, condition, circumstance or occurrence (each, an “Event”) that, individually or in the aggregate, (i) is, or would reasonably be expected to be, materially adverse to the financial condition, business or results of operations of TruBridge and its subsidiaries (taken as a whole); provided, however, that none of the following, either individually or in the aggregate, will be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur:

 

a)

any Event generally affecting the economy, credit, capital, securities or financial markets, including interest rates, exchange rates, monetary policies, tariffs or trade wars, or political, regulatory or business conditions in the geographic markets in which TruBridge or any of its subsidiaries has material operations;

 

b)

any Event that is the result of factors generally affecting the industries, markets or geographical areas in which TruBridge or any of its subsidiaries have material operations;

 

c)

any loss of, or adverse Event, in or with respect to, the relationship of TruBridge or any of its subsidiaries, contractual or otherwise, with customers, employees, unions, suppliers, distributors, financing sources, partners or similar relationship, or any resulting Event, in each of the foregoing cases, that was caused by the entry into, announcement, pendency or performance of the transactions contemplated by the Merger Agreement, or directly resulting or arising from the identity of or any facts or circumstances relating to, or any actions taken or failed to be taken by IKS or any of its subsidiaries (other than those required or expressly permitted pursuant to the Merger Agreement), including any proceeding with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement; provided that the exceptions in this clause (c) will not apply to the representations and warranties relating to (x) the absence of non-identified required authorization, actions, governmental filings; or (y) the absence of breaches of the organizational documents, applicable laws and material contracts with third parties, and the creation of encumbrances (other than certain permitted encumbrances), or any conditions to the closing of the Merger with respect to such representations and warranties;

 

d)

any change or modification in GAAP or in any law, or the interpretation or enforcement thereof, after the date of the Merger Agreement;

 

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e)

any failure by TruBridge to meet any internal or public projections or forecasts or estimates of revenues or earnings for any period; provided that the exception in this clause (e) will not prevent or otherwise affect a determination that any Event (not otherwise excluded under this definition) underlying such failure has resulted in, or contributed to, or would reasonably be expected to result in, or contribute to, a “Company Material Adverse Effect”;

 

f)

act of war (whether or not declared), civil disobedience, hostilities, sabotage, terrorism, cyberattacks, military or para-military actions or the escalation of any of the foregoing, whether perpetrated or encouraged by a state or non-state actor or actors, any hurricane, flood, tornado, earthquake or other weather or natural disaster or any epidemics, pandemics, outbreak of illness or other public health event or any other force majeure event, or any national or international calamity or crisis;

 

g)

any proceeding after the date of the Merger Agreement to the extent relating to the Merger Agreement or the transactions contemplated by the Merger Agreement;

 

h)

any action required or expressly permitted to be taken or failed to be taken by TruBridge or any of its subsidiaries or its or their respective representatives pursuant to the Merger Agreement or any action taken or failed to be taken with IKS’s written consent or at IKS’s written request;

 

i)

any Event or announcement of an Event affecting the credit rating or other rating of financial strength of TruBridge or any of its subsidiaries or any of their respective securities; provided that the exception in this clause (i) will not prevent or otherwise affect a determination that any Event underlying such Event or announcement of an Event has resulted in, or contributed to, or would reasonably be expected to result in, or contribute to, a “Company Material Adverse Effect”;

 

j)

a decline in the market price, or change in trading volume of the shares of Common Stock or any other securities of TruBridge on the NASDAQ or any other securities exchange or trading market; provided that the exception in this clause (j) will not prevent or otherwise affect a determination that any Event underlying such decline or change has resulted in, or contributed to, or would reasonably be expected to result in, or contribute to, a “Company Material Adverse Effect”;

 

k)

any matter that is reasonably apparent from the information in the TruBridge Disclosure Schedules or from information in any of TruBridge’s SEC reports (but excluding, in each case, any disclosures or other information set forth or referenced in any risk factor, forward-looking statement or quantitative and qualitative disclosures about market risk section or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature);

 

l)

any liability to the extent accrued or reserved against in the consolidated financial statements included in TruBridge’s SEC reports (or the notes thereto) filed or furnished prior to the date of the Merger Agreement;

 

m)

any public disclosure by IKS regarding its plans with respect to the conduct of TruBridge’s business following Closing and any action or communication by IKS with respect to or to TruBridge’s employees; or

 

n)

any actions required under the Merger Agreement or applicable law to obtain any approval or authorization under applicable law for the consummation of the Merger, in each case, which actions are expressly contemplated in the Merger Agreement.

Notwithstanding the foregoing, if any one or more of the Events in clauses (a), (b), (d) and (f) disproportionately adversely affects TruBridge and its subsidiaries relative to the other participants in the same or similar industries or geographies in which TruBridge and its subsidiaries operate or their products or services are sold or sourced, as applicable, then the incremental disproportionate impact of such Events will be taken into account in determining whether a Company Material Adverse Effect has occurred.

 

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Representations and Warranties of IKS and Merger Sub

IKS’s and Merger Sub’s representations and warranties relate to, among other things:

 

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Due organization, valid existence and good standing; corporate power and authority to own, lease and operate its properties and assets and conduct business; qualification to conduct business; organizational documents;

 

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Capitalization and business of Merger Sub;

 

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Corporate power and authority to enter into the Merger Agreement and consummate the Merger; due execution of the Merger Agreement; enforceability of the Merger Agreement;

 

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Absence of non-identified required authorizations, actions and governmental filings;

 

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Absence of breaches of the organizational documents, applicable laws and contracts with third parties and the creation of encumbrances (other than certain permitted encumbrances);

 

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Absence of litigation and governmental orders;

 

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Absence of certain agreements related to TruBridge, the transactions contemplated by the Merger Agreement or the consideration related thereto;

 

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Absence of “interested stockholders” with respect to ownership of the Common Stock;

 

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Accuracy, validity and binding nature of financing documentation, and sufficiency of the financing to satisfy IKS’s obligations under the Merger Agreement;

 

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Solvency;

 

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Absence of brokers or finders; and

 

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Absence of other representations and warranties.

Certain of IKS’s and Merger Sub’s representations and warranties are qualified as to “materiality” or by exceptions which would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of IKS or Merger Sub to consummate the transactions contemplated by the Merger Agreement.

Representations and Warranties of TopCo

TopCo’s representations and warranties relate to, among other things:

 

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Due formation, valid existence and good standing; requisite power and authority to conduct business; qualification to conduct business;

 

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Power and authority to enter into the Merger Agreement and perform its obligations under the Merger Agreement; due execution of the Merger Agreement; enforceability of the Merger Agreement;

 

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Absence of non-identified required authorizations, actions, governmental filings;

 

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Absence of breaches of the organizational documents, applicable laws and contracts with third parties and the creation of encumbrances (other than certain permitted encumbrances);

 

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The receipt and binding nature of the TopCo Support Agreement (as defined below); and

 

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Absence of other representations and warranties.

Certain of TopCo’s representations and warranties are qualified as to “materiality” or by exceptions which would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of TopCo to perform its obligations under the Merger Agreement or provide any guarantee or security to be provided by TopCo in connection with the Debt Financing.

 

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The representations and warranties of the parties in the Merger Agreement will not survive the Closing or any termination of the Merger Agreement, as applicable; provided that, the foregoing will not relieve any party to the Merger Agreement of any liability or damages resulting from Willful and Material Breach (as defined below) or intentional fraud that constitutes common law fraud under Delaware law in connection with, arising out of or otherwise related to the express written representations and warranties in the Merger Agreement, subject to the Damages Cap (as defined in the section entitled “The Merger Agreement—Termination of the Merger Agreement,” beginning on page 115 of this proxy statement).

As used in the Merger Agreement, the phrase “Willful and Material Breach” means a deliberate act or a deliberate failure to act, taken or not taken with the actual knowledge that such act or failure to act would, or would reasonably be expected to, result in or constitute a material breach of the Merger Agreement, regardless of whether breaching was the object of the act or failure to act.

Conduct of Business Pending the Merger

The Merger Agreement provides for certain restrictions on the conduct of TruBridge’s and its subsidiaries’ respective businesses during the Interim Period.

During the Interim Period (except (w) as otherwise expressly required or permitted by the Merger Agreement or required by a governmental entity or applicable law, (x) expressly required by the terms of any contract binding on TruBridge or any of its subsidiaries in effect on the date of the Merger Agreement, or entered into following the date of the Merger Agreement in accordance with the terms of the Merger Agreement, (y) as approved in writing by IKS (such approval not to be unreasonably conditioned, withheld or delayed) or (z) as set forth in the TruBridge Disclosure Schedule), TruBridge and its subsidiaries must use reasonable best efforts to conduct their respective businesses in the ordinary course of business in all material respects and use reasonable best efforts to maintain existing relationships and goodwill with key governmental entities, customers and suppliers.

Without limiting the foregoing, during the Interim Period (subject to the exceptions set forth above), TruBridge may not, and must not permit any of its subsidiaries to:

 

•

adopt any change in its organizational documents (other than immaterial changes to the organizational documents of TruBridge’s subsidiaries);

 

•

merge or consolidate TruBridge or any of its subsidiaries with any other entity, except for any such transactions solely among wholly owned subsidiaries of TruBridge;

 

•

acquire, directly or indirectly by merger, consolidation, acquisition of stock or assets or otherwise, any business, third party, properties or material assets outside of the ordinary course of business from any other third party, other than acquisitions of inventory or other goods in the ordinary course of business pursuant to the terms of a contract binding on TruBridge or any of its subsidiaries in effect as of the date of the Merger Agreement, or entered into following the date of the Merger Agreement (in accordance with the terms of the Merger Agreement);

 

•

transfer, sell, lease, divest, cancel or otherwise dispose of, or incur, permit or suffer to exist the creation of any encumbrance (other than certain permitted encumbrances) upon, any properties or assets (tangible or intangible, including any intellectual property rights), product lines or businesses material to TruBridge or any of its subsidiaries, including capital stock or other equity interests of any of its subsidiaries outside of the ordinary course of business, except in connection with (A) sales of obsolete assets in the ordinary course of business, (B) sales, leases, licenses or other dispositions of assets (not including services, products or computer or storage hardware) with a fair market value (reasonably determined by TruBridge) not in excess of $100,000 in any individual transaction or $500,000 in the aggregate, in the ordinary course of business, (C) non-exclusive licenses or other similar rights under intellectual property rights in the ordinary course of business, and (D) sales of inventory or other goods in the ordinary course of business;

 

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•

issue, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber or otherwise enter into any contract (other than the Support Agreements) with respect to the voting of, any shares of capital stock of TruBridge or capital stock or other equity interests of any of its subsidiaries, securities convertible or exchangeable into or exercisable for any such shares of capital stock or other equity interests, or any options, warrants or other rights of any kind to acquire any such shares of capital stock, other equity interests or such convertible or exchangeable securities (other than (A) proxies or voting agreements solicited by or on behalf of TruBridge in order to obtain the Requisite Company Vote or (B) the issuance of shares of such capital stock, other equity securities or convertible or exchangeable securities (1) by a wholly owned subsidiary of TruBridge to TruBridge or another wholly owned subsidiary of TruBridge or (2) in respect of Company Equity Awards outstanding prior to 5:00 p.m. (New York time) on April 22, 2026 in accordance with their respective terms and, as applicable, the Stock Plan in effect as of 5:00 p.m. (New York time) on April 22, 2026);

 

•

make any loans, advances, guarantees or capital contributions to or investments in any entity (other than (i) to or from TruBridge and any of its wholly owned subsidiaries or (ii) the issuance, extension, amendment or renewal of promissory notes in the ordinary course of business), in excess of $100,000 in any individual transaction or $500,000 in the aggregate;

 

•

declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock or other equity interests (including with respect to TruBridge, the shares of Common Stock), except for dividends or other distributions paid by any wholly owned subsidiary to TruBridge or to any other wholly owned subsidiary of TruBridge;

 

•

reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock, other equity interests or securities convertible or exchangeable into or exercisable for any shares of its capital stock or other equity interests (including with respect to TruBridge, the shares of Common Stock), other than the withholding of shares of Common Stock to satisfy withholding tax obligations upon the vesting or settlement of Company Equity Awards outstanding as of the date of the Merger Agreement or granted after the date of the Merger Agreement in accordance with the terms and conditions of the Merger Agreement, in each case, in accordance with their terms and, as applicable, the Stock Plan as in effect as of 5:00 p.m. (New York time) on April 22, 2026);

 

•

incur any indebtedness (including the issuance of any debt securities, warrants or other rights to acquire any debt security, interest rate swaps, hedges, forward sales contracts or similar financial instruments), except for guarantees of indebtedness of its wholly owned subsidiaries otherwise incurred in compliance with the Merger Agreement;

 

•

make or authorize any payment of, or accrual or commitment for, capital expenditures that are not included in TruBridge’s annual capital expenditure budget made available to IKS, except for any such expenditures to the extent reasonably necessary to avoid a material business interruption as a result of any act of God, war, terrorism, earthquake, fire, hurricane, storm, flood, civil disturbance, explosion, partial or entire failure of utilities or information technology systems, or any other similar cause not reasonably within the control of TruBridge or its subsidiaries;

 

•

enter into any contract that would have been a material contract had it been entered into prior to the Merger Agreement, other than contracts with customers entered into in the ordinary course of business and any contracts entered into in connection with an action expressly permitted by the Merger Agreement (including any amendment, modification or supplement to an existing contract); provided, however, TruBridge may not (i) provide to customers new cash guarantees or service level adjustments that, in each case, exceed an average annual penalty risk of $100,000 individually or $500,000 in the aggregate or (ii) enter any contract for any leased real property;

 

•

enter into any contract with a supplier or strategic consultant that is expected to result in payments with a value in excess of $100,000, in each case, in any 12-month period;

 

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•

other than with respect to material contracts related to indebtedness, terminate or amend or otherwise modify or waive in a manner that is materially adverse to TruBridge and its subsidiaries (taken as a whole), or assign, convey, encumber or otherwise transfer, in whole or in part, rights or interest pursuant to or in, any material contract, other than expirations of any such material contract in the ordinary course of business and in accordance with the terms of such material contract with no further action by TruBridge, any of its subsidiaries or other party to such material contract, except for any ministerial actions, or non-exclusive licenses, covenants not to sue, releases, waivers or other rights under owned intellectual property, in each case, granted in the ordinary course of business;

 

•

cancel, modify or waive any debts or claims held by or owed to TruBridge or any of its subsidiaries if the amount of such debts or claims that are cancelled, modified or waived exceeds $25,000 individually or $250,000 in the aggregate;

 

•

amend any license contemplated by the terms of the Merger Agreement in any material respect, or allow any such license to lapse, expire or terminate (except where the lapse, expiration or termination of any such license is with respect to a license that has become obsolete, redundant or no longer required by applicable law);

 

•

Amend, modify, terminate, cancel or let lapse any material insurance policy, unless simultaneous with such termination, cancellation or lapse, replacement self-insurance programs are established by TruBridge or one or more of its subsidiaries or replacement policies underwritten by reputable insurance carriers are in full force and effect, in each case, providing coverage equal to or greater than the coverage under the terminated, canceled or lapsed insurance policies for substantially similar premiums, as applicable, as in effect as of the date of the Merger Agreement;

 

•

other than with respect to any stockholder litigation related to the Merger Agreement or the transactions contemplated by the Merger Agreement that is brought, or, to the knowledge of TruBridge, threatened in writing, against TruBridge or any Indemnified Party (as defined below) from and following the date of the Merger Agreement and prior to the Effective Time (other than any proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, “Transaction Litigation”), any proceeding in connection with, arising out of or otherwise related to a demand for appraisal rights or any material tax claim, audit, assessment or dispute, or any proceeding in connection with, arising out of or otherwise related to a dispute among the parties in connection with the Merger Agreement, settle or compromise any proceeding in which TruBridge would be liable for an amount in excess of $100,000 in the aggregate, net of any amount covered by insurance, indemnification or existing reserves established in accordance with GAAP or on a basis that would result in the imposition of any order that would restrict the future activity or conduct of TruBridge or any of its subsidiaries or a finding or admission of a violation of law or violation of the rights of any person;

 

•

make any material changes with respect to accounting policies or procedures, except as required by changes in GAAP or applicable law;

 

•

other than in the ordinary course of business, change or revoke any tax election, change an annual tax accounting period, adopt or change any tax accounting method, file any amended tax return, enter into any closing agreement with respect to taxes, settle or compromise any tax claim, audit, assessment or dispute, affirmatively surrender any right to claim a refund of taxes, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of any tax, prepare or file any tax return in a manner inconsistent with past practice, or fail to pay any tax that becomes due and payable (including any estimated tax payments) other than taxes being contested in good faith by appropriate proceedings and for which adequate reserves have been established on TruBridge’s financial statements in accordance with GAAP;

 

•

cancel, abandon or otherwise allow to lapse or expire any registered intellectual property, except in the ordinary course of business or at the end of their statutory terms;

 

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•

except pursuant to the terms of any Company Benefit Plan (as defined in the Merger Agreement) in effect as of the date of the Merger Agreement, (A) increase in any manner the compensation or benefits (including in respect of severance, retention, bonuses, change of control rights and termination rights) of any employee of TruBridge or its subsidiaries, except for increases in annual base salary or wage rate in the ordinary course of business of less than 3% for employees with an annual salary or annualized wage rate below $150,000, (B) become a party to, establish, enter into, adopt, materially amend, commence participation in or terminate any Company Benefit Plan (including any agreement to provide severance, retention, bonuses, change of control rights or termination rights (including within any employment agreement)) or any arrangement that would have been a Company Benefit Plan had it been entered into prior to the date of the Merger Agreement, (C) grant any new awards (including any cash-based or equity-based, short- or long-term incentive awards), or amend or modify the terms of any outstanding awards, under any Company Benefit Plan, (D) take any action to accelerate the vesting or lapsing of restrictions or payment, or fund or in any other way secure the payment, of compensation or benefits under any Company Benefit Plan, (E) hire any employee or engage any independent contractor (who is a natural person) with annual salary or wage rate or fees in excess of $100,000 and whose employment or engagement is not terminable at-will without notice, cause, severance or other termination payments, (F) terminate the employment of any employee or independent contractor (who is a natural person) with annual salary or wage rate or consulting fees in excess of $100,000 except for a termination for “cause” as determined pursuant to the terms of the applicable Company Benefit Plan, or (G) implement or announce any “employment losses” within the meaning of the Worker Adjustment and Retraining Notification Act or any similar state or local Law (collectively, the “WARN Act”) that would require notice pursuant to the WARN Act;

 

•

become a party to, establish, adopt, amend, commence participation in or terminate any collective bargaining agreement or other agreement with a labor union, labor organization, works council or similar organization;

 

•

acquire, or agree to acquire, fee ownership (or its jurisdictional equivalent) of any real property;

 

•

enter into any material new line of business that is not reasonably related to, or an extension of, the businesses being conducted by TruBridge or any of its subsidiaries on the date of the Merger Agreement; or

 

•

agree, authorize or commit to do any of the foregoing.

IKS may not, and must cause its affiliates not to, take or fail to take any actions that would, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the transactions contemplated by the Merger Agreement and, without limiting the foregoing, IKS may not, and must cause its affiliates not to, directly or indirectly, authorize, commit to, enter into, announce, consummate or agree to consummate any acquisition, merger, business combination, joint venture, minority investment, strategic alliance or exclusive licensing arrangement (or any agreement in principle, letter of intent, term sheet or other contract with respect thereto), in each case, that would reasonably be expected to prevent, materially delay or materially impair the consummation of the transactions contemplated by the Merger Agreement.

During the Interim Period, within 20 days following the end of each month (or, if such month-end is also the end of a fiscal quarter, within 25 days following the end of such month), TruBridge must deliver to IKS a certificate, duly executed on behalf of TruBridge by its Chief Executive Officer and Chief Financial Officer, certifying that, in their respective capacities as such and not in their personal capacities and without personal liability, TruBridge has performed in all material respects all obligations required to be performed by it under the interim operating covenants set forth above during such month (or, if such month-end is also the end of a fiscal quarter, during such fiscal quarter). TruBridge is not required to deliver any such certificate prior to July 25, 2026, and that certificate must only cover the period commencing on the date of the Merger Agreement and ending on June 30, 2026.

 

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During the Interim Period, TruBridge must also deliver to IKS, promptly following the end of each month, and in any event within 17 days thereafter (or, if such month-end is also the end of a fiscal quarter, within 25 days following the end of such month), TruBridge’s unaudited monthly financial information (in TruBridge’s customary format), including TruBridge’s income statement and cash flow statement for such preceding month, balance sheet as of such month-end and certain other specified financial information (the “Monthly Financial Report”).

If at any time during the Interim Period when any Monthly Financial Report is delivered to IKS, the value of TruBridge’s actual year-to-date Adjusted EBITDA minus TruBridge’s actual year-to-date capital expenditures deviates beyond an agreed threshold level for such period, TruBridge is required to discuss with IKS in good faith measures designed to reduce TruBridge’s future capital expenditures, to the extent practicable.

Non-Solicitation Covenants

The Merger Agreement provides that, during the Interim Period, subject to certain exceptions, TruBridge may not, and must cause its subsidiaries and its and their respective directors, officers and employees not to, and must cause its and its subsidiaries’ representatives not to:

 

•

initiate, solicit or propose any Acquisition Proposal (as defined below) or knowingly and purposefully encourage any Acquisition Proposal;

 

•

engage in, continue or otherwise participate in any discussions relating to any Acquisition Proposal (in each case, other than to request clarification of an Acquisition Proposal that has already been made for purposes of assessing whether such Acquisition Proposal is or could reasonably be expected to lead to a Superior Proposal (as defined below) or to notify the applicable person or group of the existence of the restrictions in the Merger Agreement) or negotiations with respect to any Acquisition Proposal; or

 

•

provide any non-public information or data concerning TruBridge or any of its subsidiaries to any person or group in connection with any Acquisition Proposal.

Under the Merger Agreement:

“Acquisition Proposal” means any bona fide proposal (whether or not in writing), offer or indication of interest from any person or group relating to any transaction (or series of related transactions) involving (a) any acquisition or purchase by any person or group, directly or indirectly, of 20% or more of any class of outstanding voting or equity securities of TruBridge or any “significant subsidiaries” (as defined by Rule 1.02(w) of Regulation S-X under the Exchange Act), or any tender offer or exchange offer that, if consummated, would result in any person or group beneficially owning 20% or more of any class of outstanding voting or equity securities of TruBridge, (b) any direct or indirect acquisition or purchase (including the acquisition of stock in any subsidiary of TruBridge), in one transaction or a series of related transactions, of assets or businesses of the TruBridge or its subsidiaries representing 20% or more of the consolidated assets of TruBridge and its subsidiaries, taken as a whole, or (c) any merger, amalgamation, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction involving TruBridge or any of its “significant subsidiaries” that, if consummated, would result in any person or group, directly or indirectly, (i) acquiring assets of TruBridge or any of its “significant subsidiaries” representing 20% or more of TruBridge’s consolidated assets, or (ii) beneficially owning 20% or more of any class of outstanding voting or equity securities of TruBridge or of the surviving entity or of the resulting direct or indirect parent of TruBridge or such surviving entity (it being understood and agreed that, for purposes of this definition, total assets of the TruBridge (A) include equity securities of any subsidiary of TruBridge, and (B) will be determined in good faith by the Board, acting reasonably, on a fair-market-value basis), in each case, other than any transactions contemplated by the Merger Agreement or any other bona fide proposal, offer or indication of interest made by or on behalf of IKS or any of its subsidiaries or any group that IKS or any of its subsidiaries are members of in connection therewith or any acquisition by IKS or any of its subsidiaries or any group that IKS or any of its subsidiaries are members of in connection therewith.

 

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“Superior Proposal” means an unsolicited and bona fide written proposal, offer or indication of interest contemplated by the definition of “Acquisition Proposal” made after the date of the Merger Agreement that, if the transactions or series of related transactions contemplated thereby were consummated, would result in a person or group, other than IKS or any of its subsidiaries or any group that IKS or any of its subsidiaries are members of, becoming the beneficial owner of, directly or indirectly, in excess of 50% of the: (a) total voting power of the equity securities of TruBridge and its subsidiaries (or of the surviving entity in a merger involving TruBridge or the resulting direct or indirect parent of TruBridge or such surviving entity); or (b) consolidated net revenues, net income or total assets, in each case of the foregoing clauses (a) and (b) of this definition, as of the date of such Acquisition Proposal (it being understood and agreed that total assets (i) include equity securities of subsidiaries of TruBridge, and (ii) will be determined in good faith by the Board, acting reasonably, on a fair-market-value basis), that the Board has determined, in good faith, that is reasonably likely to be consummated in accordance with its terms and, if consummated, would result in a transaction more favorable from a financial point of view to the TruBridge stockholders than the transactions contemplated by the Merger Agreement (after taking into account any revisions to the terms and conditions of the Merger Agreement proposed by IKS pursuant to its “matching rights” in the non-solicitation covenants contained in the Merger Agreement and such other factors that the Board determines in good faith to be relevant).

However, prior to the time the Requisite Company Vote is obtained, in response to an unsolicited, bona fide Acquisition Proposal that was not solicited in breach of the non-solicitation covenants contained in the Merger Agreement, and that the Board determines in good faith (after consultation with outside legal counsel and its financial advisor) that, based on the information then available, including the terms and conditions of such Acquisition Proposal and those of the Merger Agreement, such Acquisition Proposal either constitutes a Superior Proposal or could reasonably be expected to result in a Superior Proposal (provided that the Board, substantially contemporaneously with such determination by the Board, will notify IKS of such determination in writing), TruBridge may:

 

(i)

provide non-public and other information and data concerning TruBridge and its subsidiaries and access to TruBridge and its subsidiaries’ properties, books and records in response to a request from the person or group who made such an Acquisition Proposal; provided that, to the extent applicable, such information, data or access has previously been made available to IKS, or is made available to IKS as promptly as practicable (but in any event within 24 hours) after the provision of such information or data to the person or group who made such an Acquisition Proposal and prior to providing any such information or data or access, TruBridge and the person or group making such Acquisition Proposal must have entered into a legally binding confidentiality agreement with terms that, taken as a whole, are not materially less restrictive to such person or group than the terms in the confidentiality agreement between TruBridge and IKS (a “Permitted Confidentiality Agreement”); and

 

(ii)

engage or otherwise participate in any discussions or negotiations with any such person or group regarding such Acquisition Proposal.

Notice of Acquisition Proposals

TruBridge must promptly (but, in any event, within 24 hours) give notice to IKS if:

 

•

any Acquisition Proposal is received;

 

•

any non-public information or data concerning TruBridge or its subsidiaries is requested in connection with any Acquisition Proposal; or

 

•

any request for discussions or negotiations relating to an Acquisition Proposal is sought from or with TruBridge, its subsidiaries or any of its or any of their respective representatives (as the case may be).

That notice must include certain specified information, including a summary of the material terms and conditions of the Acquisition Proposal or request, but not the identity of the person or persons making such

 

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Acquisition Proposal or request. TruBridge must keep IKS reasonably informed, on a reasonably prompt basis, of the status and material terms and conditions of any such Acquisition Proposals or requests (including any amendments or supplements thereto) and the status of any such discussions or negotiations.

No Change of Recommendation or Alternative Acquisition Agreement

Except as permitted by the Merger Agreement, the Board may not:

 

•

fail to include the Board Recommendation in this proxy statement;

 

•

withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify) the Board Recommendation in a manner adverse to IKS;

 

•

make any recommendation in support of any tender offer or exchange offer for the Common Stock, or fail to recommend against acceptance, of any tender offer or exchange offer for the Common Stock within 10 business days of the commencement of such offer;

 

•

make any public statement in connection with the Special Meeting that is inconsistent with the Board Recommendation;

 

•

other than with respect to a tender offer or exchange offer, within 10 business days of IKS’s written request, fail to reconfirm the Board Recommendation after the public announcement of an Acquisition Proposal or any material modification thereto; provided that IKS will be entitled to make such a written request for reconfirmation only once for each Acquisition Proposal and for each material modification to such Acquisition Proposal;

 

•

approve or recommend, or publicly declare advisable, any Acquisition Proposal or approve or recommend, or publicly declare advisable or publicly propose to enter into, any Alternative Acquisition Agreement (as defined below); or

 

•

agree, authorize or commit to do any of the foregoing (together with any of the actions set forth in the foregoing six bullet points, a “Change of Recommendation”).

In addition, except as permitted by the non-solicitation covenants contained in the Merger Agreement, the Board must not cause or permit TruBridge or any of its subsidiaries to enter into an Alternative Acquisition Agreement or agree, authorize or commit to do so.

Notwithstanding anything to the contrary in the Merger Agreement, prior to the time the Requisite Company Vote is obtained, the Board may:

 

•

effect a Change of Recommendation and/or cause or permit TruBridge or any of TruBridge’s subsidiaries to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal (and TruBridge may enter into or cause a subsidiary thereof to enter into such an Alternative Acquisition Agreement) if:

 

•

an unsolicited, bona fide Acquisition Proposal is received by TruBridge; and

 

•

the Board determines in good faith, after consultation with outside legal counsel and its financial advisor, that, based on the information then available, such Acquisition Proposal constitutes a Superior Proposal and a failure to effect a Change of Recommendation and/or cause or permit TruBridge or any of its subsidiaries to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal would reasonably be likely to be inconsistent with the directors’ fiduciary duties under applicable law; or

 

•

effect a Change of Recommendation if:

 

•

an Intervening Event (as defined below) has occurred; and

 

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•

the Board determines in good faith, after consultation with outside legal counsel and its financial advisor, that, based on the information then available, a failure to effect a Change of Recommendation would reasonably be likely to be inconsistent with the directors’ fiduciary duties under applicable law.

However, no Change of Recommendation or actions to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal may be taken unless and until:

 

•

TruBridge has given IKS written notice at least four business days in advance (the “Notice Period”). The notice must set forth in writing the following:

 

•

that the Board intends to take such action;

 

•

in the case of an Acquisition Proposal, the information required by the non-solicitation covenants contained in the Merger Agreement, including a summary of the material terms and conditions of, but not the identity of such person or persons that comprise such group making such Acquisition Proposal; and

 

•

in the case of an Intervening Event, a reasonable description of such Intervening Event;

 

•

During the Notice Period, to the extent requested by IKS, TruBridge must, and must cause its representatives to, negotiate in good faith with IKS to revise the Merger Agreement such that (i) in the case of an Acquisition Proposal, a failure to effect a Change of Recommendation or to permit TruBridge or any of TruBridge’s subsidiaries to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal would no longer reasonably be likely to be inconsistent with the directors’ fiduciary duties under applicable law and (ii) in the case of an Intervening Event, a failure to effect a Change of Recommendation would no longer reasonably be likely to be inconsistent with the directors’ fiduciary duties under applicable law;

 

•

If (i) any material change to any of the financial terms or any other material terms of an Acquisition Proposal are made or (ii) any material change to the circumstances related to the Intervening Event, then such revisions or changes, as applicable, will require a new notice consistent with the provisions set forth in the non-solicitation covenants in the Merger Agreement and a renewed Notice Period and related negotiation obligations, will commence (except that, after the initial Notice Period of four business days, the Notice Period and negotiation period will be reduced to two business days); and

 

•

At the end of the Notice Period (or subsequent periods, if extended pursuant to the terms of the Merger Agreement), the Board must:

 

•

take into account any revisions to the Merger Agreement committed to by IKS in writing; and

 

•

have determined in good faith, after consultation with outside legal counsel and its financial advisor, that, based on the information then available, a failure to effect a Change of Recommendation would reasonably be likely to continue to be inconsistent with the directors’ fiduciary duties under applicable law, or, in the case of an Alternative Acquisition Agreement, that such Alternative Acquisition Agreement continues to be an Alternative Acquisition Agreement with respect to a Superior Proposal.

In addition, nothing in the non-solicitation covenants contained in the Merger Agreement will prohibit TruBridge from (i) complying with its disclosure obligations under applicable law with regard to an Acquisition Proposal, or (ii) making any “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, in each case, provided that the Board must have reasonably determined, in good faith, after consultation with outside legal counsel, that the failure to do so would reasonably be likely to be inconsistent with its fiduciary duties under applicable law.

 

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In addition, TruBridge must have, and must have caused its subsidiaries and representatives to:

 

•

immediately cease and cause to be terminated any discussions and negotiations with any person conducted prior to the execution and delivery of the Merger Agreement with respect to an Acquisition Proposal;

 

•

promptly (but in any event, within 48 hours after the execution and delivery of the Merger Agreement):

 

•

(A) deliver a written notice to each such person providing only that TruBridge (1) is ending all discussions and negotiations with such person with respect to an Acquisition Proposal and (2) if such person has executed a confidentiality agreement in connection therewith, is requesting the prompt return or destruction of all confidential information concerning TruBridge and any of its subsidiaries, subject to the terms and conditions of such confidentiality agreement; and

 

•

(B) if applicable, terminate any physical and electronic data or other diligence access previously granted to such persons.

Additionally, during the Interim Period, TruBridge may not terminate, amend or otherwise modify or waive any provision of any confidentiality, “standstill” or similar agreement to which TruBridge or any of its subsidiaries is a party and must enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement; provided that, notwithstanding anything to the contrary set forth in the Merger Agreement, TruBridge will be permitted to terminate, amend or otherwise modify, waive or fail to enforce any provision of any such agreement if the Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would reasonably be likely to be inconsistent with the directors’ fiduciary duties under applicable law.

Under the Merger Agreement:

 

•

“Alternative Acquisition Agreement” means, other than a Permitted Confidentiality Agreement, any agreement, letter of intent, memorandum of understanding, agreement in principle or any other similar agreement or document providing for any Acquisition Proposal.

 

•

“Intervening Event” means a material Event with respect to TruBridge or any of its subsidiaries or the business of TruBridge or any of its subsidiaries that was not known and was not reasonably foreseeable to the Board as of, or prior to, the date of the Merger Agreement (or if it was known or reasonably foreseeable by the Board as of or prior to the execution and delivery of the Merger Agreement, the material consequences, probability or magnitude of which were not actually known or reasonably foreseeable by the Board at such time) that occurs, arises or becomes known to the Board after TruBridge’s execution and delivery of the Merger Agreement and before the Requisite Company Vote is obtained; provided that (i) under no circumstances will an Event that involves an Acquisition Proposal or a Superior Proposal be taken into account in determining whether an Intervening Event has occurred, and (ii) the following will be considered known occurrences: changes, in and of themselves, in the price of the Common Stock (it being understood and agreed that the underlying causes of (or contributors to) such changes that are not otherwise excluded from the definition of “Intervening Event” may be taken into account).

Special Meeting

Under the Merger Agreement, TruBridge is obligated to take actions necessary to:

 

•

duly convene and hold the Special Meeting as promptly as practicable after the preliminary proxy statement is filed, and in any event, no later than 30 business days after the mailing of this proxy statement; and

 

•

cause a vote upon the adoption of the Merger Agreement to be taken at the Special Meeting.

 

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TruBridge may not postpone, recess or adjourn the Special Meeting without IKS’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). However, TruBridge may postpone or adjourn, and at the direction of IKS will postpone or adjourn, the Special Meeting, if:

 

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to the extent, in the Company’s reasonable judgment, or to the extent in IKS’s reasonable judgment (as applicable), required by applicable law or necessary to ensure that any required supplement or amendment to the proxy statement is delivered to the stockholders of the Company for the amount of time required by applicable law in advance of the Special Meeting; or

 

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at the time the Special Meeting is originally scheduled the Company or IKS reasonably believes there will be insufficient shares of Common Stock represented (either in person (including virtually) or by proxy) to constitute a quorum necessary to conduct the business of the Special Meeting or to obtain the Requisite Company Vote at the Special Meeting.

Further, if the Company delivers a notice of an intent to make a Change of Recommendation within the five business days prior to the date of the Special Meeting (or any date that the Special Meeting is scheduled to be held thereafter), if directed by IKS, the Company will as promptly as practicable thereafter postpone or adjourn the Special Meeting for up to 10 days in accordance with IKS’s direction.

The Company has agreed that the Board will recommend and continue to recommend adoption of the Merger Agreement to the Company’s stockholders, subject to the Board’s rights to effect a Change of Recommendation as discussed above under the section entitled “The Merger Agreement—Non-Solicitation Covenants—No Change of Recommendation or Alternative Acquisition Agreement,” and, subject to the Company Board’s fiduciary duties under applicable law, the Company will use its reasonable best efforts to obtain the Requisite Company Vote, including the solicitation of proxies therefor.

Efforts to Complete the Merger

Cooperation of the Parties

Under the Merger Agreement, IKS and TruBridge have agreed to cooperate with each other and use (and cause their respective affiliates and subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions necessary or advisable on its part under the Merger Agreement and applicable law to consummate the transactions contemplated by the Merger Agreement as promptly as practicable after the date of the Merger Agreement, including preparing and delivering or submitting all necessary and advisable documentation to:

 

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effect the expirations of all statutory waiting periods under applicable laws, including under the HSR Act, and, if applicable, any contractual waiting periods under any timing agreements with a governmental entity applicable to the consummation of the transactions contemplated by the Merger Agreement, as promptly as practicable after the date of the Merger Agreement or the entry into any such timing agreements, respectively, and

 

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make with and obtain from, any governmental entity, as applicable, all filings, notices, reports, consents, registrations, approvals, permits and authorizations, in each case, necessary or advisable in order to consummate the transactions contemplated by the Merger Agreement, including the other TruBridge approvals and the other IKS approvals required under the Merger Agreement.

In furtherance of the foregoing, the Merger Agreement requires the parties to take specific actions in order to obtain antitrust approval. On May 20, 2026, each of TruBridge and IKS filed a Notification and Report Form under the HSR Act.

 

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Information Sharing and Discussions with Governmental Entities

The Merger Agreement further requires each of the parties to, as promptly as practicable following any such request and subject to certain limitations, provide to governmental entities information and documents requested by such governmental entities or that are necessary or advisable to permit consummation of the transactions contemplated by the Merger Agreement.

The Merger Agreement provides that TruBridge and IKS and their representatives will not participate in any discussions or meetings with any governmental entity in connection with certain matters relating to obtaining regulatory approval unless it consults with the other in advance and, to the extent permitted by the governmental entity, give the other the opportunity to attend and participate in those discussions or meetings.

Undertakings of the Parties

The Merger Agreement also requires that each of TruBridge and IKS will propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), effective as of the Closing (it being understood and agreed that IKS will be obligated to commit prior to the Closing to take such actions effective as of the Closing), by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of TruBridge or IKS, or otherwise offer to take or offer to commit to take any action which it is capable of taking and if the offer is accepted, take or commit to take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of TruBridge or IKS in order to avoid the entry of, or to effect the dissolution of, any judgment, order (whether temporary, preliminary or permanent), decree, stipulation or injunction issued under or with respect to any applicable law (including any order under any antitrust law), which would have the effect of preventing or delaying the Closing beyond the Outside Date. However, neither TruBridge nor IKS will be required to take any such action if such actions collectively would require the divestiture of assets that generate revenue in excess of $5,000,000 per year or would have a material adverse effect on the financial condition, business or results of operations of (i) TruBridge and its subsidiaries, taken as a whole, or (ii) TruBridge, IKS and their respective subsidiaries, taken as a whole, following consummation of the Merger.

TruBridge and IKS will jointly direct all matters with any governmental entity. TruBridge and IKS will have the right to review in advance and, to the extent practicable, will consult with the other on and consider in good faith the views of the other in connection with, all the information relating to TruBridge, IKS, any of their respective affiliates or subsidiaries and any of its or their respective representatives, that appears in any filing made with, or written materials delivered or submitted by the other to, any governmental entity in connection with the transactions contemplated by the Merger Agreement.

Employee Benefits

IKS has agreed to provide each employee of TruBridge and its subsidiaries at the Effective Time who continues to remain employed with TruBridge or any of its subsidiaries following the Effective Time (“Continuing Employees”), during the period commencing at the Effective Time and ending on the earlier of December 31, 2026 or the termination of employment of such Continuing Employee by the Surviving Corporation or any of its affiliates, with the following: (i) base salary or base wage that is provided by IKS and its subsidiaries to similarly situated employees immediately prior to the Effective Time, (ii) target annual cash bonus opportunities that are no less favorable than the target annual cash bonus opportunities provided by IKS and its subsidiaries to similarly situated employees immediately prior to the Effective Time, (iii) ERISA Plans and welfare benefits (excluding TruBridge’s 401(k) plan (the “401(k) Plan”) and broad-based severance plan (the “Separation Pay Plan”) and benefits thereunder) that are no less favorable in the aggregate than those provided by TruBridge and its subsidiaries to such Continuing Employees immediately prior to the Effective Time, and (iv) severance benefits that are no less favorable than the severance benefits provided pursuant to the severance practices of IKS in effect immediately prior to the Effective Time.

 

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IKS will use reasonable best efforts to (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of IKS or its affiliates to be waived with respect to the Continuing Employees and their eligible dependents, (ii) give each Continuing Employee credit for the plan year in which the Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred prior to the Effective Time for which payment has been made, and (iii) give each Continuing Employee service credit for such Continuing Employee’s employment with TruBridge and its subsidiaries for purposes of vesting, benefit accrual and eligibility to participate under each applicable IKS benefit plan, as if such service had been performed with IKS, except to the extent it would result in a duplication of benefits.

With respect to TruBridge’s annual cash incentive bonus for the fiscal year in which the Closing Date occurs (the “Closing Year Bonuses”), IKS has agreed to cause a prorated portion of such bonuses to be paid to the employees of TruBridge and its subsidiaries who remain employed through the Closing Date. The prorated portion of the Closing Year Bonus will be paid on the date TruBridge has historically paid such amounts in the ordinary course of business, based on the actual performance through the Effective Time as reasonably determined by the TruBridge compensation committee (or, if actual performance is not reasonably determinable in its discretion, target performance), and then prorated based on the number of days served by the applicable Continuing Employee prior to the Effective Time. Each Continuing Employee also will be eligible for a prorated annual cash bonus for the period following the Closing Date (in accordance with the terms discussed above). For clarity, the treatment of the Closing Year Bonuses will not apply to any Performance-Based Cash Award. For more information, see the section entitled “The Merger Proposal (Proposal 1)—Interests of TruBridge’s Executive Officers and Directors in the Merger—Performance-Based Cash Awards,” beginning on page 74 of this proxy statement.

Unless otherwise requested by IKS in writing, TruBridge will take (or cause to be taken) all actions necessary or appropriate to terminate, effective no later than the day immediately prior to the Closing Date and contingent upon the Closing, the 401(k) Plan and Separation Pay Plan. IKS will use reasonable best efforts to permit all Continuing Employees who were eligible to participate in the 401(k) Plan immediately prior to its termination to participate in a defined contribution retirement plan of IKS with a 401(k) feature and permit Continuing Employees to elect the rollover of 401(k) plan assets in cash and with respect to loans, in kind, to such 401(k) plan of IKS.

Financing of the Merger

We presently anticipate that the total funds needed to complete the Merger and the related transactions will be approximately $572 million (gross). These funds will be provided by the Debt Financing, described below, and available cash on hand of IKS and its Subsidiaries.

IKS has represented to TruBridge that, subject to satisfaction of certain conditions in the Merger Agreement, it will have sufficient funds on the Closing Date to satisfy all obligations under the Merger Agreement, the Debt Financing Letters or any documents or instruments delivered in connection with the Merger Agreement or the transactions contemplated thereby. This includes the funds needed to: (1) pay TruBridge stockholders the Per Share Merger Consideration of $26.25 in cash for each Eligible Share, (2) make payments in respect of all outstanding TruBridge RSAs and TruBridge PSAs, in each case, to the extent payable at the Closing pursuant to the Merger Agreement, (3) repay all amounts required under TruBridge’s third-party indebtedness that accelerates upon the Closing, and (4) pay all fees and expenses required to be paid by IKS in connection with the foregoing.

Pursuant to the terms and subject to the conditions set forth in the Debt Financing Letters, the Debt Financing Sources have committed to provide an aggregate of up to $670 million in debt financing, consisting of (a) a senior secured term loan facility in an aggregate principal amount of up to $610 million, (b) a senior secured term loan facility in an aggregate principal amount of up to $40 million and (c) a revolving credit facility in an aggregate principal amount of up to $20 million.

 

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The proceeds of the Debt Financing will be used on the Closing Date to, among other things: fund the aggregate Per Share Merger Consideration, repay TruBridge’s third-party indebtedness and pay fees and expenses related thereto, and pay the related fees and expenses required to be paid in connection with the Closing or as otherwise required by the Merger Agreement.

The obligations of the Debt Financing Sources to provide the Debt Financing are subject to certain conditions as set forth in the Debt Financing Letters. Other than as expressly set forth in the Debt Financing Letters, there are no conditions precedent or other contingencies related to the funding of the full proceeds of the Debt Financing.

As of the date of this proxy statement, the definitive documentation governing the Debt Financing contemplated by the Debt Financing Letters has not been finalized and, accordingly, the actual terms of the Debt Financing may differ from those described in this proxy statement; however, IKS and the Debt Financing Sources have agreed to all material terms, which are set forth in the Debt Financing Letters.

Under the Merger Agreement, IKS has agreed to use, and cause its affiliates to use, their reasonable best efforts to arrange and consummate the Debt Financing at or prior to the Closing on the terms set forth in the Debt Financing Letters, including to:

 

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comply with and maintain the Debt Financing Letters in full force and effect in accordance with their terms;

 

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negotiate and enter into definitive financing agreements with respect thereto on the terms, and subject only to the conditions, set forth in the Debt Financing Letters;

 

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comply with and perform the obligations applicable to it pursuant to the Debt Financing Letters;

 

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draw down on and consummate the Debt Financing at or immediately prior to the Closing, including by enforcing their respective rights under the Debt Financing Letters and causing the Debt Financing Sources to fund the Debt Financing at the Closing;

 

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satisfy or obtain the waiver of, on a timely basis, all conditions in such definitive agreements to the extent within IKS’s or any of its affiliates’ control and assist in the satisfaction of all other conditions set forth in the Debt Financing Letters; and

 

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cause the Requisite TopCo Approval to be obtained.

If all or any portion of the Debt Financing expires or terminates or otherwise becomes (or could be expected to become) unavailable in the manner contemplated by the Debt Financing Letters, IKS is required to, as promptly as reasonably practicable (and in any event within two business days), notify TruBridge in writing and use its reasonable best efforts to arrange for and obtain, as promptly as practicable following the occurrence of any such event, alternative debt financing (the “Alternate Debt Financing”) in an amount sufficient to consummate the transactions contemplated by the Merger Agreement and perform all of IKS’s obligations thereunder on terms and conditions that are not less favorable or more onerous (including imposition of new conditions or expansion of existing conditions), in the aggregate, than those set forth in the Debt Financing Letters and that would not, and would not reasonably be expected to, prevent or delay or impair the ability of IKS to obtain the Alternate Debt Financing or consummate the Closing. In the event that IKS obtains any Alternate Debt Financing, IKS is required to promptly deliver a true, correct and complete executed debt commitment letter to TruBridge with respect to such Alternate Debt Financing, including all exhibits, schedules, term sheets, amendments, supplements, modifications and annexes thereto, and true, correct and complete copies of any related executed fee letters, syndication letters, engagement letters and other agreements. IKS would be subject to the same obligations with respect to any Alternate Debt Financing as set forth in the Merger Agreement with respect to the Debt Financing.

 

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