TruBridge (TBRG) Proxy filing summary

Executive summary

• A special meeting is scheduled for July 7, 2026, for shareholders to vote on a proposed merger where TruBridge will be acquired by Inventurus Knowledge Solutions, Inc. (IKS) and become a wholly owned subsidiary of IKS.

• Shareholders will receive $26.25 in cash per share, representing a premium over recent trading prices.

• The board unanimously recommends approval of the merger, citing a robust sale process, premium valuation, and certainty of cash consideration.

• The merger is subject to regulatory approvals, including antitrust clearance and approval by TopCo shareholders in India.

• If the merger is not completed, TruBridge will remain independent, and termination fees may apply.

Voting matters and shareholder proposals

• Shareholders will vote on two main proposals: (1) adoption of the Merger Agreement and (2) a non-binding advisory vote on compensation for named executive officers related to the merger.

• Approval of the merger requires a majority of outstanding shares; the compensation proposal requires a majority of votes cast.

• Support agreements with major shareholders (Pinetree, L6, Ocho) cover about 27.3% of voting power, committing them to vote in favor of the merger.

• Appraisal rights are available for dissenting shareholders under Delaware law.

Board of directors and corporate governance

• The board conducted a comprehensive strategic review, including outreach to 60 potential buyers and engagement with financial and legal advisors.

• The board considered multiple offers and determined the IKS proposal offered the best value and certainty.

• The board is composed of a majority of independent directors and followed a process to avoid conflicts of interest.