Veradigm Inc. 8-K

What Happened

• Veradigm filed an 8-K on April 6, 2026 announcing the appointment of Christian Greyenbuhl as Chief Financial Officer, principal financial officer and principal accounting officer effective on the later of (a) May 11, 2026 or (b) the first business day after the Company files its 10-K for the 2023 and 2024 fiscal years (the “Effective Date”). Mr. Greyenbuhl will replace interim CFO Leland Westerfield. The Company also informed interim CFO Leland Westerfield (notified March 31, 2026) he will no longer be employed as of the Effective Date and notified Senior VP & General Counsel Tejal Vakharia (notified March 31, 2026) that her employment will end April 30, 2026. The Company issued a press release announcing the appointment (Exhibit 99.1).

Key Details

• Compensation: Mr. Greyenbuhl’s annual base salary is $580,000; target annual bonus is 75% of base salary; sign‑on bonus $300,000 (50% at Effective Date, 50% at first anniversary), subject to possible repayment if he leaves before the second anniversary (except for certain terminations).
• Equity: Initial equity grant valued at $3,000,000 — $1.5M in RSUs vesting in four equal annual installments and $1.5M in PSUs vesting after a three‑year performance period; minimum annual equity awards of at least $2,500,000 starting in the 2027 grant cycle.
• Severance: A separate Severance Agreement provides, if terminated without Cause or for Good Reason (outside a Change in Control Period), a lump sum equal to base salary plus target bonus, earned unpaid bonus, up to 12 months COBRA at active rates, and accelerated vesting for awards scheduled to vest in the next 12 months (with enhanced treatment in a Change in Control Period).
• Stock plan amendment: On April 1, 2026 the Board approved a second amendment and restatement of the 2024 Stock Incentive Plan, increasing authorized shares by 6,000,000 to a total of 17,000,000 shares available for awards.

Why It Matters

• Executive leadership: Naming a permanent CFO ends an interim period and brings a finance leader with public‑company and accounting experience; the Effective Date is tied to the Company’s 10‑K filing timing.
• Compensation and dilution: The new CFO’s sizeable equity package and the 6M‑share increase to the incentive plan are designed to attract and retain leadership but may have dilution and expense implications for shareholders and reported compensation expense for the Company.
• Transition costs and obligations: The filing details potential severance, sign‑on repayment conditions, and continued salary/consulting arrangements for the interim CFO and separation benefits for the general counsel, which could affect near‑term cash or non‑cash charges.