Toronto-Dominion entities report a significant ownership position in Veradigm Inc. They collectively report beneficial ownership of 7,037,874 shares of Veradigm common stock, representing 6.6% of the outstanding class as of the event date of December 31, 2025.
Within this total, TD Securities (USA) LLC holds 1,137,354 shares with sole voting and dispositive power, while The Toronto-Dominion Bank holds 5,900,520 shares with sole voting and dispositive power. Other listed TD affiliates show no direct share ownership.
The filing is made on Schedule 13G/A (Amendment No. 2) on behalf of multiple TD entities and classifies the filer as a bank. The signatories certify that the stake was acquired and is held in the ordinary course of business and not for the purpose of changing or influencing control of Veradigm.
What ownership stake in Veradigm Inc. (MDRX) did TD entities report?
TD-affiliated entities reported beneficial ownership of 7,037,874 shares of Veradigm Inc. common stock, equal to 6.6% of the class as of December 31, 2025, according to this Schedule 13G/A (Amendment No. 2).
Which TD entities are included in the Veradigm (MDRX) Schedule 13G/A filing?
The filing covers TD Securities (USA) LLC, Toronto Dominion Holdings USA Inc, TD Group US Holdings LLC, and The Toronto-Dominion Bank, with a joint filing agreement confirming the Schedule 13G/A is submitted on behalf of all these entities together.
How many Veradigm (MDRX) shares does each key TD entity hold?
TD Securities (USA) LLC reports 1,137,354 shares with sole voting and dispositive power. The Toronto-Dominion Bank reports 5,900,520 shares with sole voting and dispositive power. The other two TD entities listed report zero shares beneficially owned.
How is the TD position in Veradigm (MDRX) classified under SEC rules?
The ownership is reported on Schedule 13G/A with the filer classified as a bank under SEC Rule 13d-1(b). This indicates an institutional, rather than activist, filing type for their Veradigm common stock position.
Did TD indicate any intent to influence control of Veradigm Inc. (MDRX)?
No. The certifying officers state the Veradigm securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control, consistent with standard institutional Schedule 13G language.
Who signed the Veradigm (MDRX) Schedule 13G/A on behalf of TD entities?
The filing is signed by Christina Petrou, Executive Vice President & Chief Operating Officer, and Andre Ramos, US Chief Financial Officer, acting for the various TD entities listed in the joint filing agreement dated February 13, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Veradigm Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
01988P108
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
01988P108
1
Names of Reporting Persons
TD SECURITIES (USA) LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,137,354.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,137,354.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,137,354.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.1 %
12
Type of Reporting Person (See Instructions)
BD
SCHEDULE 13G
CUSIP No.
01988P108
1
Names of Reporting Persons
Toronto Dominion Holdings USA Inc
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
01988P108
1
Names of Reporting Persons
TD Group US Holdings LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
01988P108
1
Names of Reporting Persons
Toronto Dominion Bank
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
5,900,520.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
5,900,520.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,900,520.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.5 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Veradigm Inc.
(b)
Address of issuer's principal executive offices:
222 MERCHANDISE MART PLAZA, SUITE 2024, CHICAGO, ILLINOIS
60654
Item 2.
(a)
Name of person filing:
TD SECURITIES (USA) LLC
Toronto Dominion Holdings USA Inc
TD Group US Holdings LLC
Toronto Dominion Bank
(b)
Address or principal business office or, if none, residence:
ONE VANDERBILT AVENUE
NEW YORK, New York
10017
The address of TD Securities (USA) LLC's ("TDS") principal office, Cowen Financial Products LLC's ("CFP") principal office, and Toronto Dominion Holdings USA Inc.'s ("TDH") principal office is 1 Vanderbilt Avenue, New York, New York 10017. The address of TD Group US Holdings LLC's ("TD GUS") principal office is 251 Little Falls Drive, Wellington, Delaware 19808. The address of Toronto Dominion Bank's ("TD Bank") principal office is Toronto-Dominion Centre, 66 Wellington Street West, 12th Floor, TD Tower, Toronto, Ontario, Canada M5K 1A2.
(c)
Citizenship:
TD SECURITIES (USA) LLC - DELAWARE
Toronto Dominion Holdings USA Inc - DELAWARE
TD Group US Holdings LLC - DELAWARE
Toronto Dominion Bank - CANADA (FEDERAL LEVEL)
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
01988P108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Bank
Item 4.
Ownership
(a)
Amount beneficially owned:
7,037,874
(b)
Percent of class:
6.6 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
TD SECURITIES (USA) LLC - 1,137,354
Toronto Dominion Holdings USA Inc - 0
TD Group US Holdings LLC - 0
Toronto Dominion Bank - 5,900,520
(ii) Shared power to vote or to direct the vote:
TD SECURITIES (USA) LLC - 0
Toronto Dominion Holdings USA Inc - 0
TD Group US Holdings LLC - 0
Toronto Dominion Bank - 0
(iii) Sole power to dispose or to direct the disposition of:
TD SECURITIES (USA) LLC - 1,137,354
Toronto Dominion Holdings USA Inc - 0
TD Group US Holdings LLC - 0
Toronto Dominion Bank - 5,900,520
(iv) Shared power to dispose or to direct the disposition of:
TD SECURITIES (USA) LLC - 0
Toronto Dominion Holdings USA Inc - 0
TD Group US Holdings LLC - 0
Toronto Dominion Bank - 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
TD Securities (USA) LLC
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
TD SECURITIES (USA) LLC
Signature:
Christina Petrou
Name/Title:
Christina Petrou / Executive Vice President & Chief Operating Officer
Date:
02/13/2026
Toronto Dominion Holdings USA Inc
Signature:
Christina Petrou
Name/Title:
Christina Petrou / Executive Vice President & Chief Operating Officer
Date:
02/13/2026
TD Group US Holdings LLC
Signature:
Andre Ramos
Name/Title:
Andre Ramos / US Chief Financial Officer
Date:
02/13/2026
Toronto Dominion Bank
Signature:
Christina Petrou
Name/Title:
Christina Petrou / Executive Vice President & Chief Operating Officer
Date:
02/13/2026
Exhibit Information
Exhibit I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock of Veradigm Inc. will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: February 13, 2026
TD SECURITIES (USA) LLC
By: /s/ Christina Petrou
Title: Executive Vice President & Chief Operating Officer
TORONTO DOMINION HOLDINGS USA INC.
By: /s/ Christina Petrou
Title: Executive Vice President & Chief Operating Officer
TD GROUP US HOLDINGS LLC
By: /s/ Andre Ramos
Title: US Chief Financial Officer
THE TORONTO-DOMINION BANK
By: /s/ Christina Petrou
Title: Executive Vice President & Chief Operating Officer
