UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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.
| Item 8.01 | Other Events. |
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. |
| (d) | Exhibits. |
| Exhibit |
Exhibit | |
| 10.1 | Form of General Release (as required by Executive Severance Agreement) | |
| 99.1 | Press Release dated October 3, 2025 | |
| 104 | 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.
| TRUBRIDGE, INC. | ||||||
| Date: October 3, 2025 | By: | /s/ Christopher L. Fowler | ||||
| Christopher L. Fowler | ||||||
| President and Chief Executive Officer | ||||||