SEC ends Veradigm (MDRX) investigation without recommending enforcement action

Rhea-AI Filing Summary

Veradigm Inc. reported that the U.S. Securities and Exchange Commission’s Division of Enforcement has formally concluded its investigation into the company and, based on the information currently available, does not intend to recommend an enforcement action. This letter, issued under Securities Act Release No. 5310, marks the official end of the inquiry.

The company also noted that former Chief Executive Officer Richard J. Poulton and former Chief Financial Officer Leah S. Jones received similar letters from the SEC. The investigation stemmed from Veradigm’s voluntary disclosure of an independent Audit Committee review related to financial reporting and internal control matters described in a report filed on January 10, 2024.

Positive

• SEC enforcement inquiry closed with no action recommended — The Division of Enforcement informed Veradigm that, based on information available, it does not intend to recommend an enforcement action against the company or the two former top executives tied to the underlying accounting and controls review.

Negative

• None.

Insights

Regulatory and risk analyst

SEC closes Veradigm probe with no enforcement action planned.

The SEC Division of Enforcement has ended its investigation into Veradigm Inc. and, based on information available at the time of its letter, does not intend to recommend an enforcement action. Similar letters were issued regarding former executives Richard J. Poulton and Leah S. Jones.

This outcome removes an overhang tied to an earlier Audit Committee investigation into financial reporting, internal controls over financial reporting, and disclosure controls referenced in a January 10, 2024 filing. While it does not opine on past conduct, it indicates the SEC does not plan to pursue a case on the facts reviewed.

Future company filings may further describe any remaining remediation steps around controls and reporting that originated from the Audit Committee’s investigation. Investors often treat the closure of such regulatory inquiries without recommended enforcement as a reduction in legal and compliance uncertainty.

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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): February 20, 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.

On February 20, 2026, Veradigm Inc. (the “Company”) received a letter from the Division of Enforcement of the U.S. Securities and Exchange Commission (the “SEC”) stating that it has concluded its investigation as to the Company and, based on the information available as of the date of the letter, it does not intend to recommend an enforcement action. The letter was issued under the procedures described in Securities Act Release No. 5310, signaling the formal end of the investigation.

The Company was also separately informed that Mr. Richard J. Poulton and Ms. Leah S. Jones, the Company’s former Chief Executive Officer and former Chief Financial Officer, respectively, received similar letters from the SEC. The investigation began when the Company voluntarily disclosed to the Staff of the SEC an independent investigation by the Audit Committee of the Board of Directors of the Company relating to the Company’s financial reporting, internal controls over financial reporting and disclosure controls, as described in a Current Report on Form 8-K filed by the Company with the SEC on January 10, 2024.

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.
	February 24, 2026	By:	/s/ Eric Jacobson
			Eric Jacobson Senior Vice President, Deputy General Counsel & Corporate Secretary

FAQ

What did Veradigm Inc. (MDRX) announce about the SEC investigation?

Veradigm Inc. announced that the SEC’s Division of Enforcement has concluded its investigation into the company and, based on information currently available, does not intend to recommend an enforcement action. The letter, issued under Securities Act Release No. 5310, signals the formal end of the inquiry.

Does the SEC plan to take enforcement action against Veradigm (MDRX)?

According to Veradigm, the SEC’s Division of Enforcement stated it does not intend to recommend an enforcement action against the company based on information available as of the letter date. This communication, issued under Securities Act Release No. 5310, marks the conclusion of the investigation.

How are Veradigm’s former CEO and CFO affected by the SEC decision?

Veradigm reported that former CEO Richard J. Poulton and former CFO Leah S. Jones each received similar SEC letters stating no enforcement action is currently intended. This indicates the SEC also concluded its inquiry regarding those former executives without planning to recommend a case.

What triggered the SEC investigation into Veradigm Inc. (MDRX)?

The investigation began after Veradigm voluntarily informed SEC staff about an independent Audit Committee investigation. That internal review addressed the company’s financial reporting, internal control over financial reporting, and disclosure controls, as described in a filing submitted to the SEC on January 10, 2024.

What is the significance of Securities Act Release No. 5310 in Veradigm’s update?

Veradigm noted the SEC letter was issued under procedures described in Securities Act Release No. 5310. This type of communication is used to inform recipients that the SEC staff has concluded an investigation and, based on information available at that time, does not plan to recommend an enforcement action.

How might the SEC’s conclusion impact Veradigm’s regulatory risk profile?

The SEC’s indication that it does not intend to recommend an enforcement action generally reduces immediate regulatory risk from this specific matter. The underlying Audit Committee investigation into financial reporting and internal controls, referenced in a January 10, 2024 filing, remains an important context for future disclosures.

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