Veradigm (MDRX) taps former interim CFO as strategic advisor in 2026–2027 deal

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

Veradigm Inc. entered into a Consulting Agreement with former interim CFO Leland Westerfield and Wilcox Capital LLC, effective June 1, 2026. The contractor will act as a Strategic Financial Advisor through March 31, 2027, helping with the CFO transition, SEC reporting and addressing material weaknesses in internal controls.

The company will pay a consulting fee of $45,937.50 per month for ten months, with the final two payments contingent on Westerfield signing and not revoking a general release of claims. Veradigm will also grant restricted stock units valued at $100,000 after it files its 2023 and 2024 Form 10-Ks, with those units vesting on March 31, 2027.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Monthly consulting fee: $45,937.50 per month Consulting term length: 10 months Equity award value: $100,000 in RSUs +2 more

5 metrics

Monthly consulting fee $45,937.50 per month Consulting Period June 1, 2026–March 31, 2027

Consulting term length 10 months Consulting Period for Strategic Financial Advisor role

Equity award value $100,000 in RSUs Granted after filing 2023 and 2024 Form 10-Ks

Consulting Period end date March 31, 2027 End of Strategic Financial Advisor engagement; RSU vesting date

Consulting start date June 1, 2026 Effective date of Consulting Agreement

Key Terms

Strategic Financial Advisor, material weaknesses in the Company’s internal control over financial reporting, restricted stock units, Consulting Period

4 terms

Strategic Financial Advisor financial

"the Contractor will serve in the capacity of a Strategic Financial Advisor to the Company"

material weaknesses in the Company’s internal control over financial reporting regulatory

"the remediation of identified material weaknesses in the Company’s internal control over financial reporting"

restricted stock units financial

"the Company will grant to the Contractor an award of restricted stock units with a value of $100,000"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Consulting Period financial

"from June 1, 2026 through March 31, 2027 (the “Consulting Period”)"

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Understanding 8-K Material Events →

05/26/2026 - 04:36 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): March 31, 2026

    

VERADIGM INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	000-32085	36-4392754
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

222 Merchandise Mart
Chicago, Illinois		60654
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 800 334-8534

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MDRX	N/A (OTC Expert Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 6, 2026, Veradigm Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) to announce, among other things, that Leland Westerfield, the Company’s then-Interim Chief Financial Officer, principal financial officer and principal accounting officer, would continue serving the Company as a consultant following the termination of his employment with the Company, subject to execution of a mutually agreeable consulting agreement with the Company. At the time the Initial Form 8-K was filed, the Company indicated that it intended on entering into a consulting agreement with Mr. Westerfield.

On May 26, 2026, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Mr. Westerfield and Wilcox Capital LLC (the “Contractor”), effective as of June 1, 2026. Pursuant to the Consulting Agreement, the Contractor will serve in the capacity of a Strategic Financial Advisor to the Company from June 1, 2026 through March 31, 2027 (the “Consulting Period”). The Contractor’s responsibilities include assisting the Company with (i) the transition of Mr. Westerfield’s role as the Company’s Interim Chief Financial Officer to Christian Greyenbuhl (the individual hired as the Company’s Chief Financial Officer, as described in the Initial Form 8-K), (ii) the preparation of the Company’s financial statements, periodic reports and other filings with the U.S. Securities and Exchange Commission, (iii) the remediation of identified material weaknesses in the Company’s internal control over financial reporting, and (iv) such other services as may be mutually agreed between the Company and the Contractor.

In consideration for the Consulting Services, the Company will pay the Contractor a consulting fee of $45,937.50 per month for each of the ten (10) months in the Consulting Period. The final two monthly payments are contingent on Mr. Westerfield signing and not revoking a general release of claims in a form reasonably satisfactory to the Company. In addition, the Company will grant to the Contractor an award of restricted stock units with a value of $100,000 on the first business day of the month following the month in which the Company files its Annual Report on Form 10-K for fiscal years 2023 and 2024. Such restricted stock units will vest on March 31, 2027.

The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, which is filed as Exhibit 10.4 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.

10.4		Consulting Agreement, effective as of June 1, 2026, by and among Veradigm Inc., Leland Westerfield and Wilcox Capital LLC

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			VERADIGM INC.

Date:	May 26, 2026	By:	/s/ Eric Jacobson
			Eric Jacobson Senior Vice President, Interim General Counsel & Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Veradigm (MDRX) disclose in this 8-K/A filing?

Veradigm disclosed a Consulting Agreement with former interim CFO Leland Westerfield and Wilcox Capital LLC. The contractor will serve as a Strategic Financial Advisor, supporting the CFO transition, SEC filings, and remediation of material weaknesses in internal control over financial reporting through March 31, 2027.

How much will Veradigm (MDRX) pay under the new consulting agreement?

Veradigm will pay a consulting fee of $45,937.50 per month for ten months. The final two monthly payments depend on Westerfield signing and not revoking a general release of claims that is reasonably satisfactory to the company, adding a condition to the full cash compensation.

What equity compensation is included in Veradigm’s (MDRX) consulting deal?

Veradigm will grant restricted stock units valued at $100,000 to the contractor. The grant occurs on the first business day of the month after the company files its 2023 and 2024 Form 10-Ks, and these restricted stock units will vest on March 31, 2027.

What is the role of Wilcox Capital LLC in Veradigm’s (MDRX) agreement?

Wilcox Capital LLC is the contractor party to the Consulting Agreement alongside Westerfield. It will provide Strategic Financial Advisor services to Veradigm, including supporting the CFO transition, preparing financial statements and SEC filings, and assisting with remediation of material weaknesses in internal control over financial reporting.

How long is the consulting period in Veradigm’s (MDRX) agreement with Westerfield?

The consulting period runs from June 1, 2026 through March 31, 2027. During this time, the contractor will help transition CFO responsibilities, support financial reporting, and assist with internal control remediation, under the terms outlined in the Consulting Agreement filed as Exhibit 10.4.

What internal control issues are referenced in Veradigm’s (MDRX) consulting agreement?

The agreement tasks the contractor with helping remediate identified material weaknesses in Veradigm’s internal control over financial reporting. This means the advisor is expected to assist management in addressing control deficiencies previously identified by the company in its financial reporting processes.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

EX-10.4 EXH.10.4 47.2 KB