Stock-based compensation expense is measured at the grant date based on the fair value of the award, and is recognized as an expense over the employees’ or non-employee directors’ requisite service period.

The following table details total stock-based compensation expense for the three and six months ended June 30, 2025 and 2024, included in the condensed consolidated statements of operations:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2025		2024		2025		2024
Costs of revenue (exclusive of amortization and depreciation)	$	637	$	230	$	836	$	266
Other expenses (including G&A, S&M, and product development)	1,460		1,271		2,474		2,034
Pre-tax stock-based compensation expense	2,097		1,501		3,310		2,300
Less: income tax effect	(440)		(315)		(695)		(483)
Net stock-based compensation expense	$	1,657	$	1,186	$	2,615	$	1,817

The Company's stock-based compensation awards are in the form of restricted stock and performance share awards granted pursuant to the Company's Second Amended and Restated 2019 Incentive Plan (the "Plan"). As of June 30, 2025, there was $12.4 million of unrecognized compensation expense related to unvested and unearned, as applicable, stock-based compensation arrangements granted under the Plan, which is expected to be recognized over a weighted-average period of 2.1 years.

The Company grants restricted stock to executive officers, certain key employees and non-employee directors under the Plan with the fair value of the awards representing the fair value of the common stock on the date the restricted stock is granted. During the vesting period, recipients of restricted stock are entitled to dividends and possess voting rights. Shares of restricted stock generally vest in equal annual installments over the applicable vesting period, which ranges from one to three years. The Company records expenses for these grants on a straight-line basis over the applicable vesting periods.


	Six Months Ended June 30, 2025			Six Months Ended June 30, 2024
	Shares	Weighted-Average Grant Date Fair Value Per Share		Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested restricted stock outstanding at beginning of period	569,337	$	14.34	343,315	$	29.08
Granted	197,786	27.42		495,003	10.03

Vested	(254,424)	15.55		(151,642)	30.95
Forfeited	(19,681)	14.71		(54,603)	12.84
Unvested restricted stock outstanding at end of period	493,018	$	18.91	632,073	$	14.57

awards is contingent upon the Company’s achievement of performance goals predetermined by the Compensation Committee of the Board of Directors at the time the award is issued, which is considered a performance condition. At the end of a three-year performance period, the number of shares of common stock earned and issuable under each award will be determined based on the achievement of the performance conditions outlined in the award. The awards will be cancelled if none of the performance conditions are met at the end of the performance period.

Additionally, if the Company meets the performance condition for vesting, the number of shares of common stock issuable will be further adjusted based on the Company’s total shareholder return (“TSR”), as defined in the award agreement, compared to a small-cap market index. This is considered a market condition as it is dependent upon the Company’s performance as compared to market results.

The number of shares of common stock issued under the awards will be dependent upon which level of the performance objective is met, as defined by the terms of the award. In the event that the Company's financial performance meets the predetermined targets for the performance objectives of the performance share awards, the Company will issue each award recipient the number of shares of common stock equal to the target award specified in the individual's underlying performance share award agreement. In the event the financial results of the Company exceed the predetermined targets, additional shares up to the maximum award may be issued. In the event the financial results of the Company fall below the predetermined targets, a reduced number of shares may be issued. If the financial results of the Company fall below the minimum threshold performance levels, no shares may be issued. The total number of shares issued for the performance share award may be increased, decreased, or unchanged based on the TSR modifier described above.

The recipients of performance share awards do not receive dividends or possess voting rights during the performance period and, accordingly, the fair value of the performance share awards is the quoted market value of TruBridge’s common stock on the grant date less the present value of the expected dividends not received during the relevant period. The TSR modifier applicable to the performance share awards is considered a market condition and therefore is reflected in the grant date fair value of the award. A Monte Carlo simulation has been used to account for this market condition in the grant date fair value of the award.

Expense related to performance share awards is recognized using straight-line amortization over the three-year performance period based on the estimated achievement of the Company-specific performance goals assessed each reporting period. In the event the Company determines it is no longer probable that the minimum performance level will be achieved, all previously recognized compensation expense related to the applicable awards is reversed in the period such a determination is made.

A summary of performance share award activity under the Plan during the six months ended June 30, 2025 and 2024 is as follows, based on the target award amounts set forth in the performance share award agreements:


	Six Months Ended June 30, 2025			Six Months Ended June 30, 2024
	Shares	Weighted-Average Grant Date Fair Value Per Share		Shares	Weighted-Average Grant Date Fair Value Per Share
Performance share awards outstanding at beginning of period	451,781	$	19.02	273,791	$	33.17
Granted	113,008	32.57		323,461	10.03
Forfeited or unearned	(73,447)	34.07		(85,149)	37.98


Performance share awards outstanding at end of period	491,342	$	19.90	512,103	$	18.60

On March 26, 2024, the Company’s Board of Directors declared a dividend of one right (a “Right”) for each of the Company’s issued and outstanding shares of common stock. The dividend was paid to the stockholders of record at the close of business on April 4, 2024. The complete description and terms of the Rights are set forth in the Rights Agreement, dated as of March 26, 2024, by and between the Company and Computershare Trust Company, N.A. as rights agent, as amended by the Amendment to the Rights Agreement dated as of April 22, 2024 (as amended, the “Rights Agreement”).

Each Right initially entitled the registered holder, subject to the terms of the Rights Agreement, to purchase from the Company one half of a share of common stock, at an exercise price of $28.00 for each one half of a share of common stock (equivalent to $56.00 for each whole share of common stock), subject to certain adjustments.

The Company analyzed the terms governing the Rights under ASC 480, Distinguishing Liabilities from Equity, and concluded that the Rights were a freestanding financial instrument that qualified for liability classification. Specifically, the provisions within the Rights Agreement provided for scenarios outside of the Company’s control that could require the Company to settle a portion of the Rights in cash, rather than in shares of common stock.

On February 11, 2025, the Company and Computershare Trust Company, N.A. entered into the Second Amendment to the Rights Agreement. The amendment terminated the Rights Agreement by accelerating the expiration of the Rights to February 12, 2025. At the time of the termination of the Rights Agreement, all of the Rights, which were previously distributed to holders of the Company’s issued and outstanding common stock, par value $0.001, pursuant to the Rights Agreement, expired.