SCHEDULE: Two Seas Capital Discloses 5.3% Stake in Veradigm

Two Seas Capital LP, along with its general partner and chief investment officer, reported a passive 5.3% beneficial ownership stake in Veradigm Inc. as of September 30, 2025.

Summary

• Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi (collectively, the "Reporting Persons") have filed a Schedule 13G, indicating beneficial ownership of Veradigm Inc. Common Stock.
• As of September 30, 2025, the Reporting Persons collectively beneficially owned 5,823,328 shares of Veradigm Inc. Common Stock.
• This ownership represents 5.3% of the total outstanding Common Stock of Veradigm Inc., calculated based on 108,900,000 shares outstanding on September 29, 2025.
• The shares are held by Two Seas Global (Master) Fund LP, with Two Seas Capital LP serving as its investment adviser, Two Seas Capital GP LLC as the general partner of Two Seas Capital LP, and Sina Toussi as the chief investment officer of Two Seas Capital LP and managing member of Two Seas Capital GP LLC.
• The filing certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Sentiment

Score: 5

Explanation: The filing is a factual disclosure of beneficial ownership and does not contain information that directly indicates positive or negative sentiment regarding the company's performance or outlook. The acquisition of a significant stake by an institutional investor is generally viewed as a neutral to slightly positive signal.

Positives

• A significant institutional investor, Two Seas Capital LP, has taken a 5.3% stake in Veradigm Inc., which can be interpreted as a vote of confidence in the company's value and future prospects.
• The investment is stated to be in the ordinary course of business, suggesting a long-term, fundamental investment approach rather than short-term speculation.

Negatives

• The filing indicates a passive investment, meaning Two Seas Capital does not intend to influence or change the control of Veradigm Inc., which may limit immediate strategic changes or activist pressure that could unlock value.

Industry Context

This filing represents a standard disclosure of a significant passive investment by an institutional fund in a publicly traded company within the healthcare technology sector. Such disclosures are common and provide transparency regarding major shareholder positions.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional stake could be viewed positively, potentially increasing investor confidence and attracting further institutional interest.
• Management: Awareness of a new significant passive shareholder may influence strategic considerations, though the filing explicitly states no intent to influence control.

Key Dates

Recommendation

The disclosure of a 5.3% passive stake by Two Seas Capital LP in Veradigm Inc. is a positive signal, indicating an institutional investor sees value in the company. However, as a Schedule 13G filing, it explicitly states no intent to influence control, suggesting a lack of immediate activist catalysts. While it provides a vote of confidence, it doesn't offer new fundamental information or strategic shifts that would warrant a 'buy' or 'sell' recommendation at this time. Therefore, a 'hold' recommendation is appropriate, acknowledging the positive institutional interest while awaiting further operational or strategic developments from Veradigm Inc.

Keywords

Veradigm Inc., Two Seas Capital, Beneficial Ownership, Schedule 13G, Common Stock, Institutional Investment, Healthcare IT