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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): October 1, 2025
TRUBRIDGE, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware |
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001-41992 |
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74-3032373 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
54 St. Emanuel Street, Mobile, Alabama 36602
(Address of Principal Executive Offices, including Zip Code)
(251) 639-8100
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common Stock, par value $.001 per share |
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TBRG |
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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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 1, 2025, TruBridge, Inc. (the “Company”) and Dawn M. Severance, the Company’s Chief Sales Officer, agreed that Ms. Severance will no longer serve as the Company’s Chief Sales Officer, effective October 31, 2025. This agreement followed the decision of the Company’s senior management to eliminate the position of Chief Sales Officer of the Company. Ms. Severance’s departure is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Pursuant to Ms. Severance’s Executive Severance Agreement, dated June 20, 2023 (the “Severance Agreement”), she will receive, in addition to any accrued but unpaid amounts or benefits, (i) twelve (12) months of equal installment payments which are in the aggregate equal to the sum of Ms. Severance’s base salary and target bonus for 2025; (ii) up to twelve (12) months of reimbursements for medical and/or dental continuation coverage; (iii) continued vesting of Ms. Severance’s outstanding unvested shares of restricted stock during the period in which Ms. Severance is subject to non-competition and non-solicitation covenants; and (iv) a pro rata portion of Ms. Severance’s outstanding cash incentive awards and performance share awards to be calculated in the manner set forth in the applicable award agreements based on the degree of attainment of the applicable performance goals at the end of the applicable performance period, with the amount of the awards, if any, to be pro-rated based on the number of days that Ms. Severance was employed by the Company during the performance period.
As required by Section 2(b) of the Severance Agreement, Ms. Severance will enter into a General Release of Claims, to be dated October 31, 2025 (the “Release”), pursuant to which Ms. Severance will release the Company from any and all claims which she now has, or which may accrue in relation to her hiring and employment with the Company or the termination of that employment, up to and including the Release Effective Date (as defined in the Release). The form of the Release is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
On October 3, 2025, the Company issued a press release announcing the hiring of Michael Daughton as the Company’s Chief Business Officer, effective October 6, 2025. A copy of this press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
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Number |
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Exhibit |
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| 10.1 |
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Form of General Release (as required by Executive Severance Agreement) |
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| 99.1 |
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Press Release dated October 3, 2025 |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TRUBRIDGE, INC. |
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| Date: October 3, 2025 |
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By: |
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/s/ Christopher L. Fowler |
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Christopher L. Fowler |
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President and Chief Executive Officer |
