TruBridge (NASDAQ: TBRG) enters board pact with Pinetree investor

Rhea-AI Filing Summary

TruBridge, Inc. entered into a cooperation agreement with Pinetree Capital Ltd. and L6 Holdings Inc., under which the company will expand its board by one seat and appoint Damien Leonard as a director, effective January 12, 2026, and nominate him at the 2026 annual meeting. The company confirmed that director David A. Dye will not stand for reelection at that meeting, and two additional long‑serving directors will retire at the 2026 annual meeting, with another long‑serving director retiring at the 2027 annual meeting. After the 2026 annual meeting, the board will be capped at seven directors without Pinetree’s consent, and the board will give due and serious consideration to a Pinetree‑recommended candidate in connection with the 2027 transition.

During the term of the agreement, Pinetree will generally vote its TruBridge shares in line with the board’s recommendations, subject to specified exceptions, and is subject to standstill and non‑disparagement provisions, including a cap on beneficial ownership at 20% of outstanding common stock. Mr. Leonard is expected to join the compensation committee, has waived his director fees, and there are no disclosable related‑party transactions or family relationships tied to his appointment.

Insights

Corporate governance and activism specialist

Board refresh and voting pact reshape TruBridge’s governance.

The agreement between TruBridge and Pinetree introduces a structured board refresh, adding Damien Leonard now and setting planned retirements of several long‑serving directors at the 2026 and 2027 annual meetings. This sequence gradually changes board composition while maintaining continuity, and includes an explicit cap that the board will not exceed seven members after the 2026 annual meeting without Pinetree’s consent.

Pinetree’s commitment to vote its common stock largely in line with board recommendations, combined with standstill and non‑disparagement clauses and a 20% ownership cap, reduces the likelihood of near‑term proxy contests or control disputes. At the same time, the provision that the board will give due and serious consideration to a Pinetree‑recommended candidate for the 2027 transition gives Pinetree an influence channel without guaranteeing a seat.

The agreement has a defined duration, ending at the earlier of 30 days before the director nomination deadline for the 2027 annual meeting or January 8, 2027, with a possible extension tied to whether Mr. Leonard is renominated for the 2027 annual meeting. Future company disclosures around the 2026 and 2027 annual meetings will show how fully this planned refresh and potential Pinetree recommendation are implemented.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 7, 2026

TRUBRIDGE, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41992		74-3032373
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

54 St. Emanuel Street,

Mobile, Alabama 36602

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (251) 639-8100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.001 per share		TBRG		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On January 7, 2026 (the “Effective Date”), TruBridge, Inc., a Delaware corporation (the “Company”), entered into a cooperation agreement (the “Cooperation Agreement”) with Pinetree Capital Ltd. (“Pinetree Capital”) and L6 Holdings Inc. (collectively with Pinetree Capital and each of their Affiliates (as defined in the Cooperation Agreement), “Pinetree”).

Pursuant to the Cooperation Agreement, the Company has agreed to take all necessary actions to (i) increase the size of the Company’s board of directors (the “Board”) by one seat, (ii) appoint Damien Leonard (the “New Director”) to the Board (subject to completion of customary onboarding procedures for members of the Board as described in the Cooperation Agreement), and (iii) nominate the New Director as a candidate for election to the Board at the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”). The Company also affirmed that David A. Dye, who previously announced he would serve on the Board until the expiration of his term at the 2026 Annual Meeting, will not be standing for reelection at the 2026 Annual Meeting. Mr. Dye’s departure is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Concurrently with the New Director’s appointment to the Board, the Board expects to appoint Mr. Leonard to the Compensation Committee of the Board (the “Compensation Committee”).

Pursuant to the Cooperation Agreement, the Company agreed that in addition to Mr. Dye, two long-serving directors will retire from the Board effective as of the conclusion of the 2026 Annual Meeting (or the Board will not nominate such members for re-election at the 2026 Annual Meeting), and that the Company will nominate and recommend each of Andris Upitis and Jerry Canada for re-election to the Board at the 2026 Annual Meeting, subject to the same obligations applicable to the New Director under the Cooperation Agreement. The Company further agreed that one additional long-serving director will retire from the Board effective as of the conclusion of the Company’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”) (or the Board will not nominate such member for re-election at such meeting), and that, in connection therewith, the Board will give due and serious consideration to appointing or nominating an individual recommended by Pinetree, without any obligation to appoint or nominate such individual.

Additionally, pursuant to the Cooperation Agreement, the Company agreed that, for the period beginning immediately following the 2026 Annual Meeting and ending on the termination date of the Cooperation Agreement, the number of directors on the Board will not exceed seven without the prior written consent of Pinetree.

During the term of the Cooperation Agreement, Pinetree has agreed to vote all shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), beneficially owned by it at all meetings of the Company’s stockholders in accordance with the Board’s recommendations, except that Pinetree (i) may vote in accordance with the recommendation of Institutional Shareholder Services Inc. or Glass, Lewis & Co. LLC if either of them recommends differently from the Board (other than with respect to proposals relating to the election, removal or replacement of directors, not including the New Director, the Company’s “say-on-pay” proposal, the authorization of shares or the issuance of equity in connection with employee compensation) and (ii) may vote in its discretion on Extraordinary Transactions (as defined in the Cooperation Agreement) and the ratification or approval of any stockholder rights plan.

Pinetree has also agreed to certain customary standstill provisions prohibiting it and its Affiliates from, among other things, (i) soliciting proxies, (ii) advising or knowingly encouraging any person with respect to the voting or disposition of any securities of the Company, subject to limited exceptions, (iii) taking actions to change or influence the Board, management or the direction of certain Company matters, and (iv) acquiring, in the aggregate beneficial ownership of more than 20% of the outstanding shares of Common Stock. The Cooperation Agreement also contains certain customary mutual non-disparagement provisions.

The Cooperation Agreement will terminate on the date that is the earlier of (i) 30 days prior to the deadline for the submission of stockholder notice of director nominations for the 2027 Annual Meeting and (ii) January 8, 2027; provided, however, that if the Company informs the New Director that the Company irrevocably intends to nominate him for re-election at the 2027 Annual Meeting, and the New Director accepts such re-nomination, then the Cooperation Agreement will be automatically extended to 30 days prior to the deadline for the submission of stockholder notice of director nominations for the 2028 annual meeting of stockholders.

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The foregoing description of the Cooperation Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full terms and conditions of the Cooperation Agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 7, 2026, the Board agreed to appoint the New Director as a member of the Board, effective January 12, 2026 (subject to completion of customary onboarding procedures for members of the Board as described in the Cooperation Agreement). Mr. Leonard has provided notice that he intends to waive his director’s fees in connection with his service on the Board; however, he is entitled to receive the same compensation for his service as a director as the compensation received by other non-management directors on the Board, which compensation arrangements are described under the caption “Non-Management Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 26, 2025, as adjusted by the Board from time to time.

Concurrently with the appointment of the New Director to the Board, the Board expects to appoint Mr. Leonard to the Compensation Committee.

There are no family relationships between the New Director and any previous or current officers or directors of the Company, and the New Director has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Except for the Cooperation Agreement described in Item 1.01 above, there is no arrangement or understanding between the New Director and any other persons or entities pursuant to which the New Director was appointed as a director of the Company.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.

Item 7.01 Regulation FD Disclosure.

On January 7, 2026, the Company issued a press release announcing the entry into the Cooperation Agreement and the agreement to appoint the New Director to the Board, effective January 12, 2026 (subject to completion of customary onboarding procedures for members of the Board as described in the Cooperation Agreement). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibit
10.1		Cooperation Agreement, dated as of January 7, 2026, by and between TruBridge, Inc. and Pinetree Capital Ltd. and L6 Holdings Inc.
99.1		Press Release dated January 7, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 8, 2026				TRUBRIDGE, INC.
				By:		/s/ Christopher L. Fowler
				Name:		Christopher L. Fowler
				Title:		President and Chief Executive Officer

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FAQ

What did TruBridge (TBRG) agree with Pinetree Capital and L6 Holdings?

TruBridge entered into a cooperation agreement with Pinetree Capital Ltd. and L6 Holdings Inc. that adds Damien Leonard to the board, plans retirements of several long‑serving directors at the 2026 and 2027 annual meetings, caps the board at seven members without Pinetree’s consent after the 2026 meeting, and imposes voting, standstill, and non‑disparagement obligations on Pinetree.

Who is the new director joining TruBridge’s board under this agreement?

The agreement provides for the appointment of Damien Leonard as a new director, effective January 12, 2026, subject to customary onboarding procedures, and for his nomination for election at the 2026 annual meeting. He is also expected to join the board’s compensation committee and has notified the company that he intends to waive his director fees.

How will TruBridge’s board composition change in 2026 and 2027?

TruBridge affirmed that David A. Dye will not stand for reelection at the 2026 annual meeting, and two additional long‑serving directors will retire or not be renominated at that meeting. One more long‑serving director will retire or not be renominated at the 2027 annual meeting, with the board giving due and serious consideration to appointing or nominating an individual recommended by Pinetree in connection with that 2027 transition.

What voting commitments did Pinetree make regarding its TruBridge shares?

During the term of the cooperation agreement, Pinetree agreed to vote all of its TruBridge common stock in accordance with the board’s recommendations at stockholder meetings, with limited exceptions. It may follow recommendations of Institutional Shareholder Services or Glass Lewis in certain cases and may vote at its discretion on defined Extraordinary Transactions and on ratification or approval of any stockholder rights plan.

What standstill restrictions apply to Pinetree under the TruBridge agreement?

Pinetree agreed to customary standstill provisions, including not soliciting proxies, not advising others on voting or disposition of TruBridge securities subject to limited exceptions, not seeking to change or influence the board or management on certain company matters, and not acquiring beneficial ownership of more than 20% of the outstanding TruBridge common stock. Mutual non‑disparagement provisions also apply.

How long will the TruBridge–Pinetree cooperation agreement remain in effect?

The cooperation agreement terminates on the earlier of 30 days before the deadline for stockholder notice of director nominations for TruBridge’s 2027 annual meeting and January 8, 2027. If the company irrevocably intends to nominate Damien Leonard for reelection at the 2027 annual meeting and he accepts, the agreement automatically extends to 30 days before the director nomination notice deadline for the 2028 annual meeting.

Does Damien Leonard have any related‑party ties or special arrangements beyond the agreement?

TruBridge states there are no family relationships between Damien Leonard and any current or former officers or directors and no direct or indirect material interest in transactions requiring disclosure under Item 404(a) of Regulation S‑K. Aside from the cooperation agreement itself, there is no other arrangement or understanding under which he was appointed.