Veradigm (MDRX) extends Myers Stockholder Agreement and board observer term through 2026

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Veradigm Inc. reported an update to its prior Stockholder Agreement with Charles Myers and Jessica Myers. The agreement, which provides Myers with observer rights on Veradigm’s board of directors, was previously amended in July 2025 and January 2026.

On June 25, 2026, Veradigm and the Myers Parties agreed to extend the term of this Agreement to December 31, 2026. Both sides indicated they do not anticipate any further extension beyond that date, signaling a defined end point for the current board observer arrangement.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Agreement original date: July 26, 2024 First Amendment date: July 24, 2025 Second Amendment date: January 15, 2026 +2 more

5 metrics

Agreement original date July 26, 2024 Date Veradigm entered into Stockholder Agreement with Myers Parties

First Amendment date July 24, 2025 Date of first amendment to the Stockholder Agreement

Second Amendment date January 15, 2026 Date of second amendment to the Stockholder Agreement

Extension consent date June 25, 2026 Date parties consented to extend Agreement term

Agreement end date December 31, 2026 New stated term of the Agreement after extension

Key Terms

Stockholder Agreement, board of directors observer, Item 8.01 Other Events, Inline XBRL, +1 more

5 terms

Stockholder Agreement financial

"Veradigm Inc. entered into a Stockholder Agreement with Charles Myers and Jessica Myers"

board of directors observer financial

"pursuant to which Myers serves as an observer of the board of directors of the Company"

Item 8.01 Other Events regulatory

"Item 8.01 Other Events. As previously disclosed, on July 26, 2024, Veradigm Inc."

Inline XBRL technical

"Cover Page Interactive Data File (embedded within the Inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Emerging growth company regulatory

"Emerging growth company Item 8.01 Other Events."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

Available on EDGAR 06/26/2026 - 04:11 PM Accepted by SEC EDGAR 06/26/2026 - 04:10 PM

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): June 25, 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 8.01 Other Events.

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”), pursuant to which Myers serves as an observer of the board of directors of the Company (the “Board”). The Stockholder Agreement was subsequently amended on July 24, 2025 (the “First Amendment”), and on January 15, 2026 (the “Second Amendment,” and, together with the Stockholder Agreement and the First Amendment, the “Agreement”).

On June 25, 2026, pursuant to the terms of the Second Amendment, the Company and the Myers Parties consented to an extension of the term of the Agreement to December 31, 2026. Neither the Company nor the Myers Parties anticipate any further extension of the Agreement beyond such date.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.

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:	June 26, 2026	By:	/s/ Eric Jacobson
			Eric Jacobson Senior Vice President, Interim General Counsel & Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

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

Veradigm disclosed an extension of its Agreement with Charles and Jessica Myers. The Agreement grants Myers board observer rights, and its term has now been extended to December 31, 2026, with no further extensions anticipated by either party.

How long is the Veradigm Stockholder Agreement with the Myers Parties now in effect?

The Agreement’s term now runs through December 31, 2026. This extension was consented to on June 25, 2026, under the terms of a prior amendment, and both Veradigm and the Myers Parties do not expect to extend it again.

What role does Charles Myers have at Veradigm (MDRX) under the Agreement?

Under the Stockholder Agreement, Charles Myers serves as an observer of Veradigm’s board of directors. A board observer can attend board meetings and follow discussions but does not have formal voting rights like a full director.

When was the Veradigm–Myers Stockholder Agreement originally signed and later amended?

The Stockholder Agreement was originally entered into on July 26, 2024. It was later amended twice, first on July 24, 2025, and again on January 15, 2026, with these documents together referred to as the Agreement.

Does Veradigm expect further extensions of the Myers Agreement after 2026?

Veradigm and the Myers Parties stated they do not anticipate extending the Agreement beyond December 31, 2026. This language signals their current expectation that the board observer arrangement will conclude at that time.

What exhibit did Veradigm (MDRX) include with this 8-K filing?

Veradigm included Exhibit 104, described as the Cover Page Interactive Data File. This exhibit is embedded within the Inline XBRL document and provides machine-readable tagging for the cover page information of the report.

Filing Exhibits & Attachments

1 document