[8-K] Adagio Medical Holdings, Inc Reports Material Event

Rhea-AI Filing Summary

Adagio Medical Holdings furnished a press release announcing its financial results for the quarter ended June 30, 2025 and provided a business update; the release is attached as Exhibit 99.1.

The company also updated its corporate presentation for investor and analyst use, made available on its website and attached as Exhibit 99.2. Both items are expressly stated as furnished (not filed) under the Exchange Act.

Insights

Financial Analyst

TL;DR: Routine earnings disclosure and presentation update; this filing itself contains no new financial detail.

The Form 8-K furnishes a press release with results for the quarter ended June 30, 2025 and a refreshed corporate presentation. As the substantive materials are provided as exhibits (furnished, not filed), the 8-K functions primarily as a distribution mechanism; materiality depends on the figures and commentary inside Exhibit 99.1 and 99.2 rather than the 8-K text itself. Investors should review the exhibits for revenue, earnings, or guidance changes.

Investor Relations Specialist

TL;DR: Investor materials furnished (press release and presentation); standard disclosure practice without standalone material impact.

This report indicates timely dissemination of quarterly results and updated messaging to stakeholders. The company explicitly marks the press release and presentation as furnished, which is consistent with routine Regulation FD and reporting practices. The filing alone does not alter the investment case; the exhibits contain the actionable information for analysts and investors.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

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Date of Report (Date of earliest event reported): August 13, 2025

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ADAGIO MEDICAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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

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

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(949) 348-1188

(Registrant’s telephone number, including area code)

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Not Applicable

(Former name or former address, if changed since last report)

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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:

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

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

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

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

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

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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

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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.

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Emerging growth company ☒

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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. ☐

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Item 2.02. Results of Operations and Financial Condition.

On August 13, 2025, Adagio Medical Holdings, Inc. (the “Company”), issued a press release announcing the Company’s financial results for the quarter ended June 30, 2025, and providing a business update. A copy of this press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

On August 13, 2025, the Company updated its corporate presentation for use in meetings with investors, analysts and others. The presentation is available through the Company’s website and a copy is attached as Exhibit 99.2 to this Current Report on Form 8-K.

The information in this Item 7.01 of this Current Report on Form 8-K is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, and shall not be incorporated or deemed to be incorporated by reference into any filing by the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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Exhibit No.		Description
99.1	​	Press Release, dated August 13, 2025
99.2	​	Corporate Presentation, dated August 13, 2025
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: August 13, 2025

​		Adagio Medical Holdings, Inc.
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​	​	By:	/s/ Todd Usen
​	​	Name:	Todd Usen
​	​	Title:	Chief Executive Officer

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FAQ

What did Adagio Medical (ADGM) disclose in this Form 8-K?

The company furnished a press release announcing financial results for the quarter ended June 30, 2025 (Exhibit 99.1) and an updated corporate presentation (Exhibit 99.2).

Are the press release and presentation filed with the SEC or furnished?

Both items are furnished and are not deemed "filed" for purposes of Section 18 of the Exchange Act, per the Form 8-K language.

Where can investors find the corporate presentation mentioned in the 8-K?

The presentation is available on the company website and is attached to the Form 8-K as Exhibit 99.2.

Does the 8-K itself include detailed financial statements or tables?

No. The 8-K references a press release with results but does not include detailed financial statements or tables in the filing text; those details would be in Exhibit 99.1.

Which exhibits are referenced in the Form 8-K for ADGM?

Exhibit 99.1 is the press release, Exhibit 99.2 is the corporate presentation, and Exhibit 104 is the cover page interactive data file.