TruBridge (TBRG) enters board cooperation deal with L6 Holdings, Pinetree

Rhea-AI Filing Summary

TruBridge, Inc. and investors L6 Holdings Inc. and Pinetree Capital Ltd. entered a cooperation agreement that reshapes the company’s board and formalizes how these investors will act. L6 Holdings reports beneficial ownership of 2,130,000 TruBridge common shares, or 14.2% of the class, while Pinetree reports 850,000 shares, or 5.7%.

The board will be expanded from nine to ten directors and Damien Leonard will be appointed as a new director and nominated for election at the 2026 annual meeting, with an expected role on the Compensation Committee. Several long-tenured directors are expected to retire after the 2026 and 2027 annual meetings, and the board size is to be kept at no more than seven directors from the 2026 meeting through the cooperation agreement’s termination. In return, the reporting persons agree to voting commitments aligned with board recommendations in most cases, customary standstill and non‑disparagement provisions, and a cap on acquiring more than 20% of TruBridge’s outstanding common stock.

Insights

Governance & Activism Analyst

Cooperation deal adds activist-backed director and tightens board framework.

The filing shows L6 Holdings owning 2,130,000 TruBridge common shares, or 14.2%, and Pinetree Capital owning 850,000 shares, or 5.7%. With this stake, they negotiated a cooperation agreement effective January 7, 2026, giving them board representation while avoiding a proxy contest.

The board will expand from nine to ten seats, with Damien Leonard joining and expected to sit on the Compensation Committee. The agreement outlines planned retirements of several long-serving directors after the 2026 and 2027 annual meetings and limits the board to no more than seven directors from the 2026 meeting through the agreement’s term. This tightens board size and refreshment mechanics around clear dates.

In exchange, the investors commit to vote largely with the board’s recommendations, accept customary standstill and non‑disparagement clauses, and agree not to acquire more than 20% of TruBridge’s outstanding common stock. Future company disclosures around the 2026 and 2027 annual meetings will show how these governance changes are implemented over time.

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Accepted by SEC EDGAR 01/08/2026 - 04:06 PM Learn about SEC filing dates

FAQ

What does TruBridge (TBRG) disclose in this Schedule 13D/A amendment?

The amendment discloses that TruBridge, Inc. and investors L6 Holdings Inc. and Pinetree Capital Ltd. entered into a cooperation agreement on January 7, 2026. It covers board changes, including adding Damien Leonard as a director, planned retirements of several long-tenured directors, limits on future board size, and voting, standstill, and non‑disparagement commitments by the investors.

How many TruBridge shares do L6 Holdings and Pinetree Capital beneficially own?

L6 Holdings Inc. reports beneficial ownership of 2,130,000 TruBridge common shares, representing 14.2% of the class. Pinetree Capital Ltd. reports beneficial ownership of 850,000 shares, representing 5.7% of the class. Both entities report shared voting and dispositive power over their respective share amounts.

What board changes are outlined for TruBridge under the cooperation agreement?

The board of TruBridge will increase from nine to ten directors, and Damien Leonard will be appointed as a new director and nominated for election at the 2026 annual meeting, with an expected seat on the Compensation Committee. The agreement also anticipates the retirements of two long‑serving directors after the 2026 annual meeting and one long‑serving director after the 2027 annual meeting, and provides that from the 2026 annual meeting through the agreement’s termination, the board will not exceed seven directors without the investors’ prior written consent.

What voting and standstill commitments do L6 Holdings and Pinetree make regarding TruBridge stock?

The investors agree to vote all TruBridge shares they beneficially own in line with the board’s recommendations at stockholder meetings, with limited exceptions for certain matters such as specified proxy advisor recommendations, extraordinary transactions, and stockholder rights plans. They also accept customary standstill provisions that restrict activities like proxy solicitations, attempts to influence management or the board, and acquisitions of more than 20% of TruBridge’s outstanding common stock, along with mutual non‑disparagement obligations.

How long does the TruBridge cooperation agreement with L6 Holdings and Pinetree last?

The cooperation agreement runs until the earlier of (a) 30 days before the deadline for stockholder notice of director nominations for TruBridge’s 2027 annual meeting and (b) January 8, 2027. The term can be automatically extended to 30 days before the nomination notice deadline for the 2028 annual meeting if TruBridge timely notifies Damien Leonard that it irrevocably intends to nominate him for re‑election in 2027 and he accepts the re‑nomination within the specified time frame.

What role is Damien Leonard expected to play on TruBridge’s board?

Under the cooperation agreement, Damien Leonard will be appointed to the TruBridge board within four business days of the effective date, subject to customary onboarding procedures. He will be nominated as a director candidate at the 2026 annual meeting, and the board expects to appoint him to its Compensation Committee concurrently with his board appointment.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

TruBridge, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

205306103

(CUSIP Number)

Damien Leonard
L6 Holdings Inc. / Pinetree Capital Ltd., 49 Leuty Ave.
Toronto, A6, M4E 2R2
416-941-9600

Andrew Freedman, Esq.
Olshan Frome Wolosky LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/07/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 205306103

1

Name of reporting person

L6 Holdings Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,130,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,130,000.00

11

Aggregate amount beneficially owned by each reporting person

2,130,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 205306103

1

Name of reporting person

Pinetree Capital Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 850,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 850,000.00

11

Aggregate amount beneficially owned by each reporting person

850,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: TruBridge, Inc.
(c)	Address of Issuer's Principal Executive Offices: 54 ST. EMANUEL STREET, MOBILE, ALABAMA , 36602.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On January 7, 2026 (the "Effective Date"), the Reporting Persons and the Issuer entered into a cooperation agreement (the "Cooperation Agreement") pursuant to which, among other things, the Issuer agreed to take all necessary actions to (a) increase the size of the Issuer's Board of Directors (the "Board") from nine (9) to ten (10) directors, (b) appoint Damien Leonard (the "New Director") to the Board within four (4) business days of the Effective Date (subject to the completion of certain customary onboarding procedures), and (c) nominate the New Director as a candidate for election to the Board at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"). Concurrently with the New Director's appointment to the Board, the Board expects to appoint the New Director to the Compensation Committee of the Board. In addition, pursuant to the Cooperation Agreement, the Issuer agreed, among other things, that (a) consistent with previous public disclosure made by the Issuer, David A. Dye will not be nominated for re-election to the Board at the 2026 Annual Meeting, (b) the Board will take all necessary action to accept the retirements of two (2) incumbent members of the Board who have each served as a director of the Board for at least five (5) years (including, without limitation, by means of the Board not nominating such members for re-election as a director) in his or her capacity as a director and such retirements shall be effective as of the conclusion of the 2026 Annual Meeting, and (c) the Board will take all necessary action to nominate each of incumbent directors Andris Upitis and Jerry Canada for re-election to the Board at the Issuer's 2026 Annual Meeting, subject to specified conditions. The Cooperation Agreement further provides that (a) the Board will take all necessary action to accept the retirement of one (1) incumbent member of the Board who has served as a director of the Board for at least six (6) years (including, without limitation, by means of the Board not nominating such member for re-election as a director) in his or her capacity as a director of the Board and such retirement shall be effective as of the conclusion of the Issuer's 2027 annual meeting of stockholders (the "2027 Annual Meeting"), and (b) the Board will give due and serious consideration, with the understanding that such consideration shall not guarantee any outcome, to any individual recommended by the Reporting Persons as a replacement for such retiring director. Additionally, from the 2026 Annual Meeting through the Termination Date (as defined below), the number of directors on the Board will not exceed seven (7) directors without the prior written consent of the Reporting Persons. During the term of the Cooperation Agreement, the Reporting Persons have agreed to vote all shares of Common Stock beneficially owned by them at all meetings of the Issuer's stockholders in accordance with the Board's recommendations, except that the Reporting Persons (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 Issuer's "say-on-pay" proposal, the authorization of shares or the issuance of equity in connection with employee compensation) and (ii) may vote in their discretion on Extraordinary Transactions (as defined in the Cooperation Agreement) and the ratification or approval of any stockholder rights plan. The Reporting Persons also agreed to certain customary standstill provisions prohibiting them and their 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 Issuer, subject to limited exceptions, (iii) taking actions to change or influence the Board, management or the direction of certain Issuer matters, and (iv) acquiring beneficial ownership of more than 20% of the outstanding shares of Common Stock in the aggregate. The Cooperation Agreement also contains certain customary mutual non-disparagement provisions. The Cooperation Agreement will terminate on the date that is the earlier of (a) thirty (30) days prior to the deadline for the submission of stockholder notice of director nominations for the Company's 2027 Annual Meeting (such deadline exclusive of the thirty (30) days, the "2027 Nomination Notice Deadline") and (b) January 8, 2027 (the earlier of (a) and (b), the "Termination Date"); provided, however, that that if (x) the Issuer informs the New Director, in writing, at least fifty (50) days prior to the 2027 Nomination Notice Deadline, that the Issuer irrevocably intends to nominate him for re-election at the 2027 Annual Meeting to serve as a director of the Issuer and (y) the New Director accepts, in writing, at least forty (40) days prior to the 2027 Nomination Notice Deadline such re-nomination, then the term of the Cooperation Agreement shall be automatically extended to thirty (30) days prior to the deadline for the submission of stockholder notice of director nominations for the Company's 2028 annual meeting of stockholders. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: The disclosure with respect to the Cooperation Agreement set forth in Item 4 above is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 99.1 - Cooperation Agreement, dated as of January 7, 2026, by and between the Reporting Persons and the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

L6 Holdings Inc.

Signature:	/s/ Damien Leonard
Name/Title:	Damien Leonard, Managing Director
Date:	01/08/2026

Pinetree Capital Ltd.

Signature:	/s/ Damien Leonard
Name/Title:	Damien Leonard, President
Date:	01/08/2026