Veradigm Inc. (MDRX) has a new significant shareholder group led by Madison Avenue International LP. As of January 29, 2026, the group reports beneficial ownership of 7,167,999 shares of common stock, equal to about 6.6% of Veradigm’s outstanding shares.
The ownership percentage is calculated using 108,900,000 shares outstanding as of September 29, 2025, as cited from a prior company press release. The filing is made jointly by several related investment entities and Eli Samaha, who may be deemed to share voting and dispositive power. They certify the holdings are not for the purpose of changing or influencing control of Veradigm, other than activities solely in connection with a director nomination process.
Positive
None.
Negative
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Insights
A new 6.6% holder discloses a sizable but passive stake.
The reporting group, led by Madison Avenue International LP, reports beneficial ownership of 7,167,999 Veradigm common shares, or about 6.6% as of January 29, 2026. This makes them a notable institutional holder above the 5% disclosure threshold.
Control of the position is layered through several entities, with Eli Samaha potentially deemed a beneficial owner via management roles in Madison Avenue GP, EMAI Management, and Caraway Jackson Investments. The structure centralizes influence over voting and disposition decisions within this investment complex.
The group certifies that the shares were not acquired to change or influence control, referencing only potential activities tied to a nomination under Rule 14a-11. Actual future impact depends on how actively they vote their 6.6% stake and on any subsequent ownership or governance disclosures.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Veradigm Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share (the "Common Stock")
(Title of Class of Securities)
01988P108
(CUSIP Number)
01/22/2026
(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
Madison Avenue International 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,167,999.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,167,999.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,167,999.00
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)
6.6 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
01988P108
1
Names of Reporting Persons
Madison Avenue Partners, 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
0.00
6
Shared Voting Power
7,167,999.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,167,999.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,167,999.00
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)
6.6 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
01988P108
1
Names of Reporting Persons
EMAI Management, 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
7,167,999.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,167,999.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,167,999.00
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)
6.6 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
01988P108
1
Names of Reporting Persons
Madison Avenue 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
0.00
6
Shared Voting Power
7,167,999.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,167,999.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,167,999.00
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)
6.6 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
01988P108
1
Names of Reporting Persons
Caraway Jackson Investments 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
7,167,999.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,167,999.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,167,999.00
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)
6.6 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
01988P108
1
Names of Reporting Persons
Eli Samaha
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
0.00
6
Shared Voting Power
7,167,999.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,167,999.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,167,999.00
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)
6.6 %
12
Type of Reporting Person (See Instructions)
IN
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, IL, 60654
Item 2.
(a)
Name of person filing:
The names of the persons filing this statement on Schedule 13G (collectively, the "Reporting Persons") are:
* Madison Avenue International LP,
* Madison Avenue Partners, LP,
* EMAI Management, LLC,
* Madison Avenue GP, LLC,
* Caraway Jackson Investments LLC, and
* Eli Samaha.
(b)
Address or principal business office or, if none, residence:
The principal business address for each of the Reporting Persons is 150 East 58th St, 14th Fl, New York, NY 10155.
(c)
Citizenship:
Madison Avenue International LP is a Cayman Islands exempted limited partnership. Madison Avenue Partners, LP is a Delaware limited partnership. Each of EMAI Management, LLC, Madison Avenue GP, LLC and Caraway Jackson Investments LLC is a Delaware limited liability company. Mr. Samaha is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share (the "Common Stock")
(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:
As of January 29, 2026, Madison Avenue International LP beneficially owned 7,167,999 shares of Common Stock.
Madison Avenue Partners, LP and Madison Avenue GP, LLC, as the investment manager and general partner of Madison Avenue International LP, respectively, may be deemed to be the beneficial owner of the Common Stock owned directly by Madison Avenue International LP.
EMAI Management, LLC, as the general partner of Madison Avenue Partners, LP, may be deemed to be the beneficial owner of the Common Stock owned directly by Madison Avenue International LP.
Caraway Jackson Investments LLC, as the owner of Madison Avenue GP, LLC, may be deemed to be the beneficial owner of the Common Stock owned directly by Madison Avenue International LP.
Mr. Samaha, as the non-member manager of Madison Avenue GP, LLC, the managing member of EMAI Management, LLC, and the majority owner of Caraway Jackson Investments LLC, may be deemed to be the beneficial owner of the Common Stock owned by Madison Avenue International LP.
(b)
Percent of class:
The following percentage is based on 108,900,000 shares of Common Stock outstanding as of September 29, 2025, as disclosed in the Issuer's press release, dated September 30, 2025, attached as Exhibit 99.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 30, 2025.
As of January 29, 2026, the Reporting Persons may be deemed to have beneficially owned approximately 6.6% of the outstanding Common Stock.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
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.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit A.
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 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.
Madison Avenue International LP
Signature:
/s/ Eli Samaha
Name/Title:
Eli Samaha, as Manager of Madison Avenue GP, LLC, the General Partner
Date:
01/29/2026
Madison Avenue Partners, LP
Signature:
/s/ Eli Samaha
Name/Title:
Eli Samaha, as Managing Member of EMAI Management, LLC, the General Partner
How much of Veradigm Inc. (MDRX) stock does Madison Avenue International LP beneficially own?
Madison Avenue International LP and related entities report beneficial ownership of 7,167,999 shares of Veradigm common stock, representing about 6.6% of the company’s outstanding shares, based on 108,900,000 shares outstanding as of September 29, 2025.
Who are the reporting persons in the Veradigm (MDRX) Schedule 13G?
The reporting persons are Madison Avenue International LP, Madison Avenue Partners, LP, EMAI Management, LLC, Madison Avenue GP, LLC, Caraway Jackson Investments LLC, and Eli Samaha, which together form a group reporting a single combined beneficial ownership position.
What percentage of Veradigm (MDRX) does the Madison Avenue group own and how was it calculated?
The group may be deemed to own approximately 6.6% of Veradigm’s common stock. This percentage is based on 108,900,000 shares outstanding as of September 29, 2025, a figure taken from a Veradigm press release referenced in the disclosure.
Does the Madison Avenue group intend to influence control of Veradigm Inc. (MDRX)?
The reporting persons certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Veradigm, other than activities solely in connection with a nomination under Rule 14a-11, indicating a primarily passive investment stance.
What voting and dispositive power does the Madison Avenue group report over Veradigm (MDRX) shares?
Each reporting person lists 0 shares with sole voting or dispositive power and 7,167,999 shares with shared voting and shared dispositive power. This means decisions over these shares are coordinated among the group’s related entities and individuals.
What role does Eli Samaha play in the Veradigm (MDRX) shareholding group?
Eli Samaha may be deemed a beneficial owner through his roles as non-member manager of Madison Avenue GP, managing member of EMAI Management, and majority owner of Caraway Jackson Investments, giving him influence over the 7,167,999 Veradigm shares held by Madison Avenue International LP.
