Form 4: Veradigm Director and 10% Owner Reports Significant Stock Activity and New RSU Grant

Jonathan S. Sacks, a Director and 10% owner of Veradigm Inc., reported the conversion of Restricted Stock Units into common stock and the grant of new RSU awards, increasing his direct and indirect beneficial ownership.

Summary

• Jonathan S. Sacks, a Director and 10% owner of Veradigm Inc. (MDRX), reported changes in his beneficial ownership of the company's securities.
• On May 31, 2025, 8,696 Restricted Stock Units (RSUs) converted into common stock, following their 100% vesting on the same date.
• On June 1, 2025, Mr. Sacks was granted 46,512 new Restricted Stock Units under the Veradigm, Inc. Amended and Restated 2024 Stock Incentive Plan; these units are scheduled to vest 100% on June 2, 2026.
• Following these transactions, Mr. Sacks directly beneficially owns 63,904 shares of common stock, which includes the converted RSUs and the common stock equivalent of the newly granted RSUs.
• Indirectly, Mr. Sacks is associated with 9,612,586 shares held by Stonehill Master Fund Ltd and 11,435,151 shares held by Stonehill Institutional Partners, L.P., totaling 21,047,737 indirect shares.
• The reporting person disclaims beneficial ownership of the indirectly held securities except to the extent of any pecuniary interests therein.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as it reflects ongoing insider equity participation and alignment of interests through compensation, without any negative sales or significant red flags. It represents a routine compensation report.

Positives

• The grant of 46,512 new Restricted Stock Units to a director and 10% owner aligns management's long-term interests with those of shareholders.
• The conversion of 8,696 Restricted Stock Units into common stock indicates the vesting of previously awarded equity, reflecting a commitment to the company.

Future Outlook

The grant of new Restricted Stock Units to a director indicates a continued incentive for long-term alignment of management's interests with shareholder value, with a defined vesting schedule providing a forward-looking commitment.

Industry Context

This Form 4 filing details routine insider equity transactions, which are common practices across industries for executive and director compensation and do not inherently reflect broader industry trends.

Corporate Governance

Related Party Transactions

• Jonathan S. Sacks, the reporting person, is a managing member of Stonehill Capital Management LLC, which manages Stonehill Master Fund Ltd and Stonehill Institutional Partners, L.P. These entities hold significant indirect beneficial ownership in Veradigm Inc., indicating a related party relationship between the director and these investment funds.

Stakeholder Impact

• Shareholders: The transactions demonstrate continued alignment of a key director and 10% owner's interests with shareholder value through equity awards, potentially fostering confidence.
• Management/Employees: The use of the 2024 Stock Incentive Plan reinforces the company's commitment to equity-based compensation, which can aid in talent retention and motivation.

Next Steps

• The 46,512 Restricted Stock Units granted on June 2, 2025, are expected to vest 100% on June 2, 2026.

Key Dates

Recommendation

Keywords

Veradigm Inc., MDRX, Jonathan S. Sacks, Form 4, SEC filing, Insider Transaction, Beneficial Ownership, Restricted Stock Units, RSU conversion, Stock Incentive Plan, Director, 10% Owner, Stonehill Capital Management