Two Seas reports 6.9% passive Veradigm (MDRX) stake in 13G/A filing

Rhea-AI Filing Summary

Two Seas Capital LP and related parties reported a significant passive stake in Veradigm Inc. They beneficially own 7,469,931 shares of Veradigm common stock, representing 6.9% of the outstanding shares, as of December 31, 2025.

The shares are held by Two Seas Global (Master) Fund LP, with investment discretion, voting, and dispositive power attributed to Two Seas Capital LP, its general partner Two Seas Capital GP LLC, and chief investment officer Sina Toussi. They certify the position is held in the ordinary course of business and not to change or influence control of Veradigm.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

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

Two Seas Capital LP

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 7,469,931.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 7,469,931.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,469,931.00

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)

6.9 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 01988P108

1

Names of Reporting Persons

Two Seas Capital GP 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 7,469,931.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 7,469,931.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,469,931.00

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)

6.9 %

12

Type of Reporting Person (See Instructions)

OO, HC

SCHEDULE 13G

CUSIP No. 01988P108

1

Names of Reporting Persons

Sina Toussi

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 7,469,931.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 7,469,931.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,469,931.00

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)

6.9 %

12

Type of Reporting Person (See Instructions)

IN, HC

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: The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons") (i) Two Seas Capital LP ("TSC"); (ii) Two Seas Capital GP LLC ("TSC GP"); and (iii) Sina Toussi. This statement relates to the Common Stock, par value $0.01 per share (the "Common Stock"), of Veradigm Inc. (the "Issuer") held by Two Seas Global (Master) Fund LP (the "Global Fund"). The principal business of TSC is providing investment advice as a registered investment adviser and serving as investment manager to the Global Fund. As such, TSC has been granted investment discretion over portfolio investments, including the Common Stock, held by or for the account of the Global Fund, including the Global Fund's voting and discretionary decisions. TSC GP serves as general partner of TSC. Sina Toussi serves as the chief investment officer of TSC and managing member of TSC GP.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is 32 Elm Place - 3rd Floor, Rye, New York 10580.
(c)	Citizenship: (i) Two Seas Capital LP is a Delaware limited partnership; (ii) Two Seas Capital GP LLC is a Delaware limited liability company; and (iii) Sina Toussi is a United States citizen.
(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).
Item 4.	Ownership
(a)	Amount beneficially owned: Amount beneficially owned as of December 31, 2025: TSC - 7,469,931 shares of Common Stock TSC GP - 7,469,931 shares of Common Stock Sina Toussi - 7,469,931 shares of Common Stock
(b)	Percent of class: Percent of class as of December 31, 2025: TSC - 6.9% TSC GP - 6.9% Sina Toussi - 6.9% The shares of Common Stock reported for Item 4 total 7,469,931 shares of Common Stock held by the Global Fund. TSC may be deemed to have sole power to vote and sole power to dispose of the Common Stock held by the Global Fund, through its capacity as investment adviser of the Global Fund. TSC GP may be deemed to have sole power to vote and sole power to dispose of the Common Stock held by the Global Fund, through its capacity as general partner of TSC. Sina Toussi may be deemed to have sole power to vote and sole power to dispose of the Common Stock owned by the Global Fund, through his capacity as Managing Member of TSC GP. The percentages reported for Item 4(b) are calculated based on a total of 108,900,000 shares of Common Stock outstanding on September 29, 2025, as disclosed in Exhibit 99.1 of the Issuer's Form 8-K filed with the Securities and Exchange Commission on September 30, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: As of December 31, 2025, the Reporting Persons had sole power to vote or to direct the vote of 7,469,931 shares of Common Stock.
	(ii) Shared power to vote or to direct the vote: As of December 31, 2025, the Reporting Persons had shared power to vote or to direct the vote of 0 shares of Common Stock.
	(iii) Sole power to dispose or to direct the disposition of: As of December 31, 2025, the Reporting Persons had sole power to dispose or to direct the disposition of 7,469,931 shares of Common Stock.
	(iv) Shared power to dispose or to direct the disposition of: As of December 31, 2025, the Reporting Persons had shared power to dispose or to direct the disposition of 0 shares of Common Stock.
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.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See disclosure in Item 4, which is incorporated by reference herein.
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. See disclosure in Item 2, which is incorporated by reference herein.
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.

Two Seas Capital LP

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi / Managing Member of Two Seas Capital GP LLC, its General Partner
Date:	02/17/2026

Two Seas Capital GP LLC

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi / Managing Member
Date:	02/17/2026

Sina Toussi

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi / Self
Date:	02/17/2026

FAQ

What stake in Veradigm Inc. (MDRX) does Two Seas Capital report?

Two Seas Capital and related reporting persons disclose beneficial ownership of 7,469,931 Veradigm common shares, equal to 6.9% of the company’s outstanding stock. This position is reported as of December 31, 2025, based on 108,900,000 shares outstanding on September 29, 2025.

Who are the reporting persons in the Veradigm (MDRX) Schedule 13G/A?

The filing is made on behalf of Two Seas Capital LP, Two Seas Capital GP LLC, and individual investor Sina Toussi. Two Seas Capital LP advises Two Seas Global (Master) Fund LP, which holds the Veradigm shares, while Toussi serves as chief investment officer and managing member.

How is voting and dispositive power over Veradigm (MDRX) shares allocated?

The reporting persons state they have sole voting and sole dispositive power over 7,469,931 Veradigm shares, with no shared power. Authority flows through Two Seas Capital LP as investment adviser, its general partner Two Seas Capital GP LLC, and managing member and CIO Sina Toussi.

Is the Two Seas stake in Veradigm (MDRX) intended to influence control?

The certification states the Veradigm securities were acquired and are held in the ordinary course of business. The reporting persons affirm they were not acquired, and are not held, for the purpose or effect of changing or influencing control of Veradigm Inc.

Which entity actually holds the Veradigm (MDRX) shares reported in this filing?

All 7,469,931 Veradigm common shares referenced in the filing are held by Two Seas Global (Master) Fund LP. Two Seas Capital LP has investment discretion over this fund’s portfolio, including the Veradigm position, and exercises related voting and dispositive authority through its advisory role.

How was the 6.9% ownership of Veradigm (MDRX) calculated?

The 6.9% figure is based on 108,900,000 Veradigm common shares outstanding as of September 29, 2025, disclosed in an 8-K exhibit. Using this share count, the 7,469,931 shares beneficially owned by the reporting persons represent 6.9% of the company’s total outstanding common stock.