Form 4: Veradigm Director Susan Rodriguez Boosts Stake with 46,512 RSU Grant

Veradigm Inc. Director Susan Rodriguez acquired 46,512 shares of common stock on June 2, 2025, through a Restricted Stock Unit grant, increasing her total beneficial ownership to 88,618 shares.

Summary

• Susan Rodriguez, a Director of Veradigm Inc. (MDRX), acquired 46,512 shares of common stock on June 2, 2025.
• The acquisition was an award of Restricted Stock Units (RSUs) granted under the Veradigm, Inc. Amended and Restated 2024 Stock Incentive Plan.
• The RSUs were valued at $4.3 per share at the time of grant.
• These RSUs are scheduled to vest 100% on the first anniversary of the grant date, which is June 2, 2026.
• Following this transaction, Susan Rodriguez beneficially owns a total of 88,618 shares of Veradigm Inc. common stock.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. While a routine compensation event, it signifies continued alignment of a director's interests with shareholders and the ongoing operation of the company's incentive plan. It does not indicate any negative operational or financial issues.

Positives

• The acquisition of shares by a director through an RSU grant aligns the director's financial interests with those of the company's shareholders, promoting long-term value creation.
• The grant is part of the company's Amended and Restated 2024 Stock Incentive Plan, indicating a structured and approved approach to executive and director compensation.

Risks

• The acquired Restricted Stock Units are subject to a vesting schedule, meaning the shares are not fully owned until June 2, 2026. If the director ceases to be a director before this date, the unvested RSUs may be forfeited.

Future Outlook

The vesting schedule of the Restricted Stock Units indicates that Susan Rodriguez's full ownership of these shares will materialize on June 2, 2026, contingent on continued service.

Management Comments

• The award of Restricted Stock Units was granted under the Veradigm, Inc. Amended and Restated 2024 Stock Incentive Plan on June 2, 2025, with 100% vesting on the first anniversary of the grant date.

Industry Context

The granting of Restricted Stock Units (RSUs) to directors is a common and widely accepted practice in publicly traded companies across various industries. It serves as a key component of non-cash compensation, designed to align the interests of board members with long-term shareholder value creation.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) for director compensation is a standard practice across global public companies, including those in the healthcare IT sector like Veradigm. Companies such as Cerner (now Oracle Health) and Allscripts (Veradigm's former parent) have historically utilized similar equity-based incentive plans to compensate and retain key personnel and directors.
• The vesting schedule of 100% on the first anniversary of the grant date is a common structure for director RSU awards, aiming to provide a balance between immediate incentive and long-term commitment.

Corporate Governance

Related Party Transactions

• The RSU grant to Susan Rodriguez, a director of Veradigm Inc., constitutes a related party transaction, as it involves a transaction between the company and a member of its board of directors. This is a standard and disclosed form of director compensation.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's financial interests with those of the shareholders, potentially fostering decisions that enhance long-term shareholder value.
• Employees: The existence of a stock incentive plan suggests a broader framework for employee incentives, which can positively impact morale and retention.

Next Steps

• The granted Restricted Stock Units are scheduled to vest on June 2, 2026, at which point they will convert into fully owned common stock shares.

Key Dates

Recommendation

Keywords

Veradigm, MDRX, Form 4, insider transaction, director stock acquisition, Restricted Stock Units, RSU, stock incentive plan, corporate governance, beneficial ownership