Veradigm Inc. 8-K

What Happened

• Veradigm Inc. announced on February 2, 2026 that it entered into Amendment No. 6 to its Stockholder Rights Agreement with Broadridge Corporate Issuer Solutions, LLC (the rights agent). The amendment extends the Final Expiration Time of the company’s stockholder rights plan (a "poison pill") to the Close of Business on December 31, 2026. The filing (Form 8‑K) also notes that this amendment constitutes a material modification to the rights of security holders and that a related press release is furnished as Exhibit 99.1.

Key Details

• Amendment No. 6 effective February 2, 2026 extends the rights plan expiration to Close of Business on December 31, 2026.
• Prior amendments:
  • Aug 20, 2025 (Amendment No. 5) increased the triggering "Specified Percentage" from 10% to 20% and extended the plan previously to Feb 20, 2026.
  • Feb 20, 2025 (Amendment No. 3) changed the Exercise Price for each 1/1,000 share of preferred from $50.00 to $32.00 and extended the plan then to Aug 20, 2025.
• Rights Agent: Broadridge Corporate Issuer Solutions, LLC. Amendment No. 6 is filed as Exhibit 4.7; the press release is Exhibit 99.1.

Why It Matters

• For investors, this amendment keeps Veradigm’s stockholder rights plan in place through the end of 2026, preserving the board’s defensive tool to deter or respond to unsolicited takeover attempts. The prior increase in the triggering threshold to 20% means a person can acquire up to 20% before the plan may be triggered (subject to the plan’s other terms). These are structural governance measures rather than changes to operating results — they affect takeover dynamics and potential strategic transactions, not the company’s reported revenues or earnings.