Adagio Medical: 1:10–1:500 reverse split approved

Adagio Medical Holdings, Inc. stockholders approved amendments authorizing the Board, at its option, to effect a reverse stock split of the company’s common stock at a ratio from 1-for-10 to 1-for-500, with the Board choosing the ratio in its sole discretion.

Rhea-AI Filing Summary

Adagio Medical Holdings, Inc. stockholders approved amendments authorizing the Board, at its option, to effect a reverse stock split of the company’s common stock at a ratio from 1-for-10 to 1-for-500, with the Board choosing the ratio in its sole discretion.

Of 27,439,328 shares outstanding as of the record date, 14,582,518 shares, or 53.14%, were present or represented by proxy. The proposal received 13,762,886 votes for, 819,231 against and 401 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Authorized reverse split ratio range: 1-for-10 to 1-for-500 Shares outstanding: 27,439,328 shares Shares present or represented by proxy: 14,582,518 shares +4 more

7 metrics

Authorized reverse split ratio range 1-for-10 to 1-for-500 Range from which the Board may choose

Shares outstanding 27,439,328 shares As of the record date

Shares present or represented by proxy 14,582,518 shares Special Meeting

Shares present or represented 53.14% Of shares outstanding as of the record date

Votes for 13,762,886 votes Reverse stock split proposal

Votes against 819,231 votes Reverse stock split proposal

Abstentions 401 votes Reverse stock split proposal

Key Terms

Reverse Stock Split, record date, broker non-votes

3 terms

Reverse Stock Split technical

"effect ... a reverse stock split of the Company’s common stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

record date regulatory

"shares outstanding as of the record date"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

broker non-votes regulatory

"Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Did ADGM stockholders approve a reverse stock split?

Yes. Stockholders approved amendments authorizing the Board, at its option, to effect a reverse stock split at a ratio from 1-for-10 to 1-for-500, with the Board choosing the ratio in its sole discretion.

How did ADGM stockholders vote on the reverse stock split proposal?

The proposal received 13,762,886 votes for, 819,231 against and 401 abstentions. The company reported that 14,582,518 shares, or 53.14% of the 27,439,328 shares outstanding as of the record date, were present or represented by proxy.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT 

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

Date of Report (Date of earliest event reported): October 23, 2026

ADAGIO MEDICAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-42199	99-1151466
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

26051 Merit Circle, Suite 102 Laguna Hills, CA		92653
(Address of principal executive offices)		(Zip Code)

(949) 348-1188 

(Registrant’s telephone number, including area code)

Not Applicable 

(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 $0.0001 per share	ADGM	The Nasdaq Stock Market LLC

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

Emerging growth company x

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 23, 2026, Adagio Medical Holdings, Inc.’s (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). The stockholders considered one proposal which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 13, 2026 (the “Proxy Statement”). Of the 27,439,328 shares outstanding as of the record date, 14,582,518 shares, or 53.14%, were present or represented by proxy at the Special Meeting. The final results for the matter submitted to the stockholders at the Special Meeting is as follows:

Proposal No 1: Approval of a series of alternate amendments to the Company’s Amended and Restated Certificate of Incorporation to effect, at the option of the Company’s Board of Directors, a reverse stock split of the Company’s common stock at a ratio in the range of 1-for-10 to 1-for-500, inclusive, with such ratio to be determined by the Company’s Board of Directors in its sole discretion (the “Reverse Stock Split”). The votes were cast as follows:

For		Against		Abstain		Broker Non-Votes
13,762,886		819,231		401		—

Based on the foregoing votes the Reverse Stock Split was approved by the Company’s stockholders.

SIGNATURE

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.

Dated: October 26, 2026

	Adagio Medical Holdings, Inc.
	By:	/s/ Deborah Kaster
	Name:	Deborah Kaster
	Title:	Chief Financial Officer and Chief Business Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB