UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~January 3115, ~~2025~~2026

VERADIGM INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	000-32085	36-4392754
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

222 Merchandise Mart
Chicago, Illinois		60654
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 800 334-8534

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MDRX	N/A (OTC Expert Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0201 DepartureEntry ofinto Directorsa orMaterial CertainDefinitive Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersAgreement.

As previously disclosed, on ~~December~~July 826, ~~2023~~2024, Veradigm Inc. (the “Company”) ~~announced~~entered into a Stockholder Agreement (the ~~appointment~~“Stockholder ofAgreement”) ~~Mr.~~with ~~Leland~~Charles ~~Westerfield~~Myers as(“Myers”) ~~the~~and ~~Company’s~~Jessica ~~Interim~~Myers ~~Chief~~(together ~~Financial~~with ~~Officer~~Myers, tothe ~~serve~~“Myers Parties”) whereby Myers serves as an observer of the ~~Company’s~~board ~~principal~~of ~~financial~~directors ~~officer~~of ~~and~~the ~~principal~~Company ~~accounting~~(the ~~officer~~“Board”), ~~effective~~and, ~~December~~on 7July 24, ~~2023~~2025, ~~for~~the anCompany ~~initial~~and ~~term~~the ofMyers ~~six~~Parties ~~months~~amended ~~through~~the ~~June~~Stockholder 7Agreement to, ~~2024~~among other things, ~~and~~extend onthe ~~May~~Termination ~~27,~~Date ~~2024,~~to ~~December~~January 3126, ~~2024,~~2026. ~~and~~Based on ~~April~~the ~~22,~~contributions ~~2025,~~Myers has provided during his tenure as an observer to the ~~Company~~Board ~~and~~to ~~Mr.~~date, ~~Westerfield~~on ~~entered~~January ~~into~~15, ~~extension~~2026, ~~letter~~the ~~agreements~~Company ~~with~~entered ~~Mr.~~into ~~Westerfield~~a ~~which~~Second ~~extended~~Amendment ~~his~~to ~~employment~~the Stockholder Agreement with the ~~Company~~Myers asParties ~~Interim~~(the ~~Chief~~“Second ~~Financial~~Stockholder ~~Officer~~Agreement ~~through~~Amendment”) ~~December~~extending ~~31,~~the ~~2024,~~Termination ~~June~~Date ~~30,~~(as ~~2025,~~defined ~~and~~therein) ~~December~~to ~~31,~~July ~~2025~~26, ~~respectively~~2026. OnThe ~~December~~Second ~~31,~~Stockholder ~~2025,~~Agreement ~~the~~Amendment ~~Company~~also ~~entered~~provides ~~into~~that anthe ~~additional~~Company ~~extension~~and ~~letter~~the ~~agreement~~Myers ~~with~~Parties ~~Mr.~~may ~~Westerfield to~~ further extend ~~his~~the ~~employment~~Termination ~~through~~Date ~~June~~to 30January 26, ~~2026~~2027, (with the ~~“Fourth~~consent ~~Extension~~of ~~Agreement”)~~all of the parties.

The ~~Fourth~~above ~~Extension~~description ~~Agreement also provides that, in the event~~ of ~~a termination of Mr. Westerfield’s employment (other than a termination by~~ the ~~Company~~Stockholder ~~for~~Agreement ~~cause~~Amendment ~~or a resignation by Mr. Westerfield that~~ is not ~~for~~complete ~~good~~and ~~reason),~~is ~~subject~~qualified toin ~~his~~its ~~execution~~entirety ofby areference ~~mutually~~to ~~agreeable consulting agreement with~~ the ~~Company~~full ~~and~~text ~~a non-revocation~~ of athe ~~release~~Stockholder ofAgreement ~~claims in favor of the Company~~Amendment, ~~Mr.~~which ~~Westerfield~~ is ~~entitled~~attached toas ~~continue~~Exhibit ~~receiving~~10.1 ~~base~~hereto ~~salary compensation through June 30, 2026,~~ and ~~for~~incorporated anby ~~additional~~reference ~~six-month period ending December 31, 2026~~herein.

The above description of the Fourth Extension Agreement is not complete and is qualified in its entirety by reference to the full text of the Fourth Extension Agreement, which is included as Exhibit 10.1 hereto and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

The Company has retained a nationally recognized executive search firm and initiated a search process for a permanent Chief Financial Officer.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.
10.1		~~Letter~~Second Amendment to Stockholders Agreement, dated ~~December~~January 3115, ~~2025~~2026, by and ~~between~~among Veradigm Inc., Charles Myers and ~~Leland~~Jessica ~~Westerfield~~Myers
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.

			VERADIGM INC.
Date:	December 31, 2025	By:	/s/ Eric Jacobson
	January 20, 2026	By:	/s/ Eric Jacobson
			Eric JacobsonSenior Vice President, Deputy General Counsel & Corporate Secretary
			Eric JacobsonSenior Vice President,Deputy General Counsel & Corporate Secretary

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