Mason Capital Management LLC and its principals have disclosed a significant passive stake in Veradigm Inc. They report beneficial ownership of 6,283,161 shares of Veradigm common stock, representing 5.8% of the outstanding shares, as of an event dated 01/22/2026.
The ownership is held through Mason Capital Master Fund, L.P., over which Mason Capital Management has voting and investment discretion. Managing principals Kenneth M. Garschina and Michael E. Martino are reported as sharing voting and dispositive power over the same shares. The percentage is based on 108,900,000 Veradigm shares outstanding as of September 29, 2025.
The reporting persons certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Veradigm, consistent with a passive investment reported on Schedule 13G.
Positive
None.
Negative
None.
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
(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
Mason Capital 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
6,283,161.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,283,161.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,283,161.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
01988P108
1
Names of Reporting Persons
Kenneth M. Garschina
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
6,283,161.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,283,161.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,283,161.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
01988P108
1
Names of Reporting Persons
Michael E. Martino
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
6,283,161.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,283,161.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,283,161.00
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)
5.8 %
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, Chicago, Illinois 60654
Item 2.
(a)
Name of person filing:
This Schedule is being filed jointly by the following reporting persons (hereinafter sometimes collectively referred to as the "Reporting Persons"):
(i) Mason Capital Management LLC, a Delaware limited liability company ("Mason Capital Management"), with respect to the common stock ("Common Stock") of Veradigm Inc. (the "Company") directly held by Mason Capital Master Fund, L.P., a Cayman Islands exempted limited partnership ("Mason Capital Master Fund"), the general partner of which is Mason Management LLC ("Mason Management");
(ii) Kenneth M. Garschina ("Mr. Garschina"), with respect to the shares of Common Stock directly held by Mason Capital Master Fund; and
(iii) Michael E. Martino ("Mr. Martino"), with respect to the shares of Common Stock directly held by Mason Capital Master Fund.
Mason Capital Management is the investment manager of Mason Capital Master Fund. Mason Capital Management may be deemed to have beneficial ownership over the shares of Common Stock directly held by Mason Capital Master Fund by virtue of the authority granted to Mason Capital Management by Mason Capital Master Fund and Mason Management to vote and exercise investment discretion over such shares. Mr. Garschina and Mr. Martino are managing principals of Mason Capital Management and the sole members of Mason Management.
The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the shares of Common Stock reported herein.
(b)
Address or principal business office or, if none, residence:
The principal business office address of Mason Capital Management, Mr. Garschina and Mr. Martino is c/o Mason Capital Management LLC, 110 East 59th Street, New York, New York 10022.
(c)
Citizenship:
Mason Capital Management is a Delaware limited liability company. Messrs. Garschina and Martino are United States citizens.
(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:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of
108,900,000 shares of Common Stock outstanding as of September 29, 2025, as reported in Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2025.
(b)
Percent of class:
5.8%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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 Item 2(a).
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.
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 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.
What does Mason Capital’s Schedule 13G filing reveal about Veradigm (MDRX)?
The filing shows Mason Capital-related entities beneficially own 6,283,161 Veradigm shares, or 5.8% of the common stock. This stake is held through Mason Capital Master Fund, with shared voting and dispositive power among Mason Capital Management and its managing principals.
How large is Mason Capital’s ownership stake in Veradigm (MDRX)?
Mason Capital reports beneficial ownership of 6,283,161 Veradigm common shares, representing 5.8% of the company’s outstanding stock. The percentage is calculated using 108,900,000 shares outstanding as of September 29, 2025, as referenced from a prior Veradigm disclosure.
Who are the reporting persons in the Veradigm (MDRX) Schedule 13G filing?
The reporting persons are Mason Capital Management LLC, and individuals Kenneth M. Garschina and Michael E. Martino. The shares are directly held by Mason Capital Master Fund, L.P., for which Mason Capital Management acts as investment manager and Garschina and Martino are managing principals.
Is Mason Capital’s Veradigm (MDRX) stake reported as passive or activist?
The stake is reported as passive. The reporting persons certify the Veradigm securities were not acquired and are not held to change or influence control of the issuer, aligning with the passive ownership framework associated with a Schedule 13G filing.
What voting and dispositive powers are reported over Veradigm (MDRX) shares?
Each reporting person lists zero sole voting and dispositive power, and 6,283,161 shares under shared voting and shared dispositive power. This reflects coordinated authority over how the Veradigm shares held by Mason Capital Master Fund may be voted and disposed of.
How was the 5.8% Veradigm (MDRX) ownership percentage calculated?
The 5.8% figure is based on 6,283,161 Veradigm shares reported as beneficially owned, divided by 108,900,000 shares outstanding. The outstanding share count comes from Veradigm’s Form 8-K exhibit dated September 30, 2025, as cited in the ownership section.
