{"url_path":"/sec/tbrg/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1169445/0001169445-26-000009-index.html","accession_number":"0001169445-26-000009","cik":"0001169445","ticker":"TBRG","issuer_name":"TruBridge, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1169445/0001169445-26-000009-index.html","primary_entity_key":"0001169445","primary_entity_name":"TruBridge, Inc."},"word_count":1768,"has_tables":true,"body_markdown":"Item 1A.\n\nRisk Factors.\n\nIn addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, \"Item 1A. Risk Factors\" in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may materially adversely affect our business, financial condition or operating results. There have been no material changes to the risk factors disclosed in Part 1, \"Item 1A. Risk Factors\" in our Annual Report on Form 10-K, other than as described in the risk factors below.\n\nRisks Related to the Proposed Merger\n\nWe may not complete the proposed Merger within the time frame we anticipate or at all, which could have an adverse effect on our business, financial results and/or operations.\n\nOn April 23, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 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”), providing for the acquisition of the Company by IKS as described below. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and becoming a wholly owned subsidiary of IKS.\n\nThe completion of the proposed Merger is subject to various conditions, including, among others, (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of our common stock entitled to vote on such matter (the “Company Stockholder Approval”), (ii) the statutory waiting period (and any extensions thereof) applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and, if applicable, any contractual waiting periods under any timing agreements in connection therewith, will have expired or been earlier terminated, (iii) the absence of any law or order that is in effect and prevents the consummation of the Merger, and (iv) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement). The obligation of each party to consummate the Merger is also conditioned on the accuracy of the other party’s representations and warranties (subject to certain materiality exceptions) and the other party’s compliance, in all material respects, with its covenants and agreements under the Merger Agreement. These conditions to the closing of the Merger may not be fulfilled in a timely manner or at all, and, accordingly, the proposed Merger may not be completed.\n\nIn addition, each of IKS and the Company may terminate the Merger Agreement under certain specified circumstances, including but not limited to, if (1) the consummation of the Merger does not occur on or before October 23, 2026, (2) any law is\n\n45\n\nenacted that prevents the consummation of the Merger and such law becomes final, binding and non-appealable, (3) the Company Stockholder Approval is not obtained, or (4) the approval by the shareholders of TopCo as may be necessary in connection with TopCo’s debt financing of the Merger, as required under the Laws of India, is not obtained by June 22, 2026. Upon the termination of the Merger Agreement under specified circumstances, the Company would be required to pay IKS a termination fee of approximately $12.3 million. Further, upon the termination of the Merger Agreement under specified circumstances, IKS would be required to pay the Company a reverse termination fee of approximately $24.6 million.\n\nIf the Merger is not completed, or if there are significant delays in completing the Merger, the trading price of our common stock and our future business and financial results could be negatively affected, and we may be subject to several risks, including (i) negative reactions from the financial markets, including declines in the price of our common stock due to the fact that current prices may reflect a market assumption that the Merger will be completed, (ii) negative perceptions of the Company and its business, operations, financial condition and industry held by the financial community and rating agencies, and (iii) having to pay certain significant costs relating to the Merger.\n\nLitigation may arise in connection with the Merger, which could be costly, prevent consummation of the Merger, divert management’s attention and otherwise materially harm our business.\n\nSecurities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements and/or their directors and officers. A negative outcome in any such lawsuit could result in substantial costs to the Company, including any costs associated with the indemnification of directors and officers. Regardless of the outcome of any future litigation related to the proposed Merger, such litigation may be time-consuming and expensive and may distract our management from running the day-to-day operations of the business. If the Merger is not consummated for any reason, litigation could be filed in connection with the failure to consummate the Merger. Any litigation related to the Merger may result in negative publicity or an unfavorable impression of us, which could adversely affect the price of our common stock, impair our ability to recruit or retain employees, damage our business relationships or otherwise materially harm our operations and financial performance.\n\nThe announcement, pendency or completion of the proposed Merger may disrupt and/or harm our current plans and operations, may divert management’s time and attention, and may adversely affect relationships with our key personnel, customers, suppliers, service providers, partners, consultants, and other business counterparties, any of which may impact our financial performance or operating results.\n\nThe announcement, pendency or completion of the proposed Merger may disrupt and/or harm our current plans and operations, as management’s time and attention may be diverted on transaction-related issues. In response to the announcement, pendency or completion of the Merger, our ability to hire and retain key personnel may be diminished. Additionally, our existing or prospective customers, suppliers, service providers, partners, consultants, and other business counterparties may: (i) delay, defer, or cease entering into a business relationship with us; (ii) terminate their relationships with us; (iii) delay or defer other decisions concerning us; or (iv) seek to change the terms on which they do business with us. Any of these factors could materially harm our financial performance or operating results.\n\nRestrictions under the Merger Agreement may adversely affect our business and operations.\n\nUnder the terms of the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the proposed Merger which may adversely affect our ability to take certain actions that management might believe to be beneficial to the business, including, but not limited to, making material acquisitions, disposing of material assets, entering into material agreements, making capital expenditures in excess of specified amounts, issuing additional capital stock or other equity securities, or incurring additional indebtedness (in each case, subject to certain exceptions). These limitations may have adverse effects on our existing or planned relationships with our existing or prospective customers, suppliers, service providers, consultants and employees, which could adversely affect our business and operations prior to the completion of the Merger. The adverse effects of the pendency of the Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.\n\nWe have incurred, and will continue to incur, significant direct and indirect costs in connection with the proposed Merger.\n\nWe have incurred, and will continue to incur, significant costs, fees, expenses and other charges, including regulatory costs, fees for professional services and other transaction costs, in connection with the proposed Merger, for which we will have received little to no benefit if the proposed Merger is not completed. We must pay substantially all of these costs and expenses whether or not the transaction is completed. There are a number of factors beyond our control that could affect the total amount or the timing of these costs and expenses.\n\n46\n\nThe Merger Agreement contains provisions that could discourage or deter a potential competing acquirer from making a favorable alternative transaction proposal to the Company and, in specified circumstances, could require us to pay substantial termination fees to IKS.\n\nUnder the Merger Agreement, the Company is subject to customary restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide non-public information to, and participate in discussions and engage in negotiations with, third parties regarding alternative acquisition proposals, with customary exceptions for alternative acquisition proposals that constitute Superior Proposals (as defined in the Merger Agreement) or could reasonably be expected to result in a Superior Proposal. Further, our Board of Directors is required to recommend that our stockholders vote in favor of the Merger, subject to exceptions for Superior Proposals and other situations where failure to effect a recommendation change would be inconsistent with the Board of Directors’ fiduciary duties. Upon the termination of the Merger Agreement under specified circumstances, including, among others, the termination by IKS in the event of a Change of Recommendation (as defined in the Merger Agreement) by our Board of Directors, the Company would be required to pay IKS a termination fee of approximately $12.3 million. Such provisions of the Merger Agreement could discourage or deter a third party that may be willing to pay more than IKS for the Company’s outstanding common stock from considering or proposing such an acquisition of the Company.\n\nThe completion of the proposed Merger creates risks to our stockholders.\n\nEven if successfully completed, there are certain risks to our stockholders from the proposed Merger, including: the amount of cash per outstanding share of our common stock to be paid under the Merger Agreement is fixed and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition or operating results or in the event of any change in the market price of, analyst estimates of, or projections relating to, our common stock; receipt of the all-cash per share Merger consideration under the Merger Agreement is taxable to stockholders who are treated as U.S. holders for U.S. federal income tax purposes; and if the Merger is completed, our stockholders will forego the opportunity to realize the potential long-term value of a successful execution of our current business strategy as an independent company.\n\n47"}