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SCHEDULE 13D/A 0000950170-25-024556 0001266227 XXXXXXXX LIVE 1 Common Stock, par value $0.01 per share 03/18/2025 true 0001124804 01988P108 Veradigm Inc. 222 Merchandise Mart Chicago IL 60654 Paul Malek (212) 739-7474 320 Park Ave. 26th Floor New York NY 10022 Louis Rambo & Joshua Apfelroth (212) 969-3000 Proskauer Rose LLP, Eleven Times Square New York NY 10036 0001266227 N Stonehill Capital Management LLC AF N DE 0 21141983 0 21141983 21141983 N 19.6 IA 0001454870 N Stonehill Master Fund Ltd. WC N E9 0 9656893 0 9656893 9656893 N 9.0 CO 0001052161 N Stonehill Institutional Partners, L.P. WC N DE 0 11485090 0 11485090 11485090 N 10.7 PN 0001266230 N John Motulsky AF N X1 0 21141983 0 21141983 21141983 N 19.6 IN HC 0001388803 N Jonathan Sacks AF N X1 0 21141983 0 21141983 21141983 N 19.6 IN HC 0001454846 N Peter Sisitsky AF N X1 0 21141983 0 21141983 21141983 N 19.6 IN HC 0001582442 N Michael Thoyer AF N X1 0 21141983 0 21141983 21141983 N 19.6 IN HC 0001600910 N Michael Stern AF N X1 0 21141983 0 21141983 21141983 N 19.6 IN HC 0002015106 N Samir Arora AF N X1 0 21141983 0 21141983 21141983 N 19.6 IN HC 0002014853 N Garrett Zwahlen AF N X1 0 21141983 0 21141983 21141983 N 19.6 IN HC Common Stock, par value $0.01 per share Veradigm Inc. 222 Merchandise Mart Chicago IL 60654 Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On March 18, 2025, the Issuer's board of directors (the "Board") appointed Jonathan Sacks, a partner of Stonehill, as a member of the Board, effective March 19, 2025, to serve for a term ending upon the occurrence of the Issuer's next annual meeting of stockholders and until his successor is duly elected or qualified. In connection with Mr. Sacks' appointment to the Board, on March 18, 2025, Stonehill and Mr. Sacks entered into a customary confidentiality agreement with the Issuer (the "Confidentiality Agreement"). Pursuant to the Confidentiality Agreement, the Issuer agreed that, if the Issuer holds a meeting of its stockholders within one year from the date of the Confidentiality Agreement for the purposes of electing directors, it shall, unless the Board determines that doing so would be inconsistent with its fiduciary duties under law, include Mr. Sacks on its slate of nominees for such meeting and recommend that the Issuer's stockholders vote in favor of Mr. Sacks' election to the Board at such meeting. Also on March 18, 2025, the Issuer amended the Stockholder Rights Agreement, dated as of February 26, 2024 and as previously amended as of May 10, 2024 and February 13, 2025 (as amended through March 13, 2025, the "Rights Agreement"), by and between the Issuer and the Rights Agent (as defined in the Rights Agreement). Pursuant to the Rights Agreement, the Reporting Persons will each be deemed an "Exempt Person" as defined in the Rights Agreement until the earlier of (A) the close of business on the day on which Stonehill's beneficial ownership, together with the beneficial ownership of certain of its affiliates, ceases to be below 20%, subject to certain exceptions, and (B) the close of business on the day on which (i) Mr. Sacks ceases to serve on the Issuer's Board or ceases to be a partner or affiliate of Stonehill and (ii) Stonehill or any of its affiliates fails to qualify as a "Passive Investor" under the terms of the Rights Plan, subject to certain exceptions. The foregoing description of the amendment to the Rights Agreement is qualified in its entirety by reference to the terms of such amendment, a copy of which is filed as Exhibit 4.5 to the Issuer's Current Report on Form 8-K filed on March 18, 2025. The foregoing description of the Confidentiality Agreement is qualified in its entirety by reference to the terms of the Confidentiality Agreement, a copy of which is filed as Exhibit 3 to this Schedule 13D, and incorporated by reference into this Item 4. Item 6 is hereby amended and supplemented as follows: The information set forth in Item 4 is incorporated herein by reference. Registration Rights Agreement On March 18, 2025, Stonehill and the Issuer entered into a registration rights agreement (the "Registration Rights Agreement") pursuant to which the Issuer granted Stonehill customary registration rights with respect to its shares of Common Stock, including shelf, demand and piggyback registration rights. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the terms of the Registration Rights Agreement, a copy of which is filed as Exhibit 4 to this Schedule 13D, and incorporated by reference into this Item 6. Exhibit 3 Confidentiality Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2025) Exhibit 4 Registration Rights Agreement (incorporated by reference Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2025) Stonehill Capital Management LLC /s/ Paul D. Malek Paul D. Malek, an Authorized Signatory of a Member 03/18/2025 Stonehill Master Fund Ltd. /s/ Paul D. Malek /s/ Paul D. Malek, an Authorized Signatory of Stonehill General Partner, LLC, its investment adviser 03/18/2025 Stonehill Institutional Partners, L.P. /s/ Paul D. Malek Paul D. Malek, an Authorized Signatory of Stonehill General Partners, LLC, its general partner 03/18/2025 John Motulsky /s/ Paul D. Malek Paul D. Malek, Attorney-in-Fact for John Motulsky 03/18/2025 Jonathan Sacks /s/ Paul D. Malek Paul D. Malek, Attorney-in-Fact for Jonathan Sacks 03/18/2025 Peter Sisitsky /s/ Paul D. Malek Paul D. Malek, Attorney-in-Fact for Peter Sisitsky 03/18/2025 Michael Thoyer /s/ Paul D. Malek Paul D. Malek, Attorney-in-Fact for Michael Thoyer 03/18/2025 Michael Stern /s/ Paul D. Malek Paul D. Malek, Attorney-in-Fact for Michael Stern 03/18/2025 Samir Arora /s/ Paul D. Malek Paul D. Malek, Attorney-in-Fact for Samir Arora 03/18/2025 Garrett Zwahlen /s/ Paul D. Malek Paul D. Malek, Attorney-in-Fact for Garrett Zwahlen 03/18/2025 * The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein, and this report shall not otherwise be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.