Veradigm (NASDAQ: MDRX) extends Charles Myers board observer term

Rhea-AI Filing Summary

Veradigm Inc. reported that it has further amended its Stockholder Agreement with Charles Myers and Jessica Myers. Myers currently serves as an observer to Veradigm’s board of directors. On January 15, 2026, the company signed a Second Amendment that extends the agreement’s Termination Date to July 26, 2026, reflecting the value the company believes Myers has contributed in this observer role.

The amendment also allows Veradigm and the Myers Parties, by mutual consent, to extend the Termination Date again to January 26, 2027. This filing focuses on governance and board‑level engagement rather than financial results.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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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): January 15, 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 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on July 26, 2024, Veradigm Inc. (the “Company”) entered into a Stockholder Agreement (the “Stockholder Agreement”) with Charles Myers (“Myers”) and Jessica Myers (together with Myers, the “Myers Parties”) whereby Myers serves as an observer of the board of directors of the Company (the “Board”), and, on July 24, 2025, the Company and the Myers Parties amended the Stockholder Agreement to, among other things, extend the Termination Date to January 26, 2026. Based on the contributions Myers has provided during his tenure as an observer to the Board to date, on January 15, 2026, the Company entered into a Second Amendment to the Stockholder Agreement with the Myers Parties (the “Second Stockholder Agreement Amendment”) extending the Termination Date (as defined therein) to July 26, 2026. The Second Stockholder Agreement Amendment also provides that the Company and the Myers Parties may further extend the Termination Date to January 26, 2027, with the consent of all of the parties.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
10.1		Second Amendment to Stockholders Agreement, dated January 15, 2026, by and among Veradigm Inc., Charles Myers and Jessica 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.
	January 20, 2026	By:	/s/ Eric Jacobson
			Eric Jacobson Senior Vice President, Deputy General Counsel & Corporate Secretary

FAQ

What did Veradigm Inc. (MDRX) disclose in this 8-K?

Veradigm Inc. disclosed that it signed a Second Amendment to its Stockholder Agreement with Charles and Jessica Myers, extending the term of Myers’ role as a board observer and permitting a further extension by mutual consent.

Who are the Myers Parties mentioned in the Veradigm (MDRX) filing?

The Myers Parties are Charles Myers, who serves as an observer to Veradigm’s board of directors, and Jessica Myers, both of whom are parties to the Stockholder Agreement with the company.

How long is Charles Myers’ observer role to the Veradigm board now extended?

Under the Second Amendment, the Termination Date of the Stockholder Agreement is extended to July 26, 2026, with an option for all parties to agree to a further extension to January 26, 2027.

Why did Veradigm extend the Stockholder Agreement with the Myers Parties?

Veradigm states that, based on the contributions Charles Myers has provided during his tenure as a board observer, the company chose to extend the Termination Date of the Stockholder Agreement through the Second Amendment.

Is the full Second Stockholder Agreement Amendment for Veradigm (MDRX) publicly available?

Yes. The Second Amendment to the Stockholder Agreement, dated January 15, 2026, is filed as Exhibit 10.1 to this report and is incorporated by reference.

Does this Veradigm 8-K involve new financial results or earnings data?

No. The 8-K centers on a governance matter—the extension of a Stockholder Agreement and board observer arrangement—rather than financial or earnings information.