Adagio CEO granted 800,000 stock options

Adagio Medical Holdings, Inc. director and Chief Executive Officer Todd Usen reported an acquisition of derivative securities through an option grant.

Rhea-AI Filing Summary

Adagio Medical Holdings, Inc. director and Chief Executive Officer Todd Usen reported an acquisition of derivative securities through an option grant. He received 800,000 Employee Stock Options (Right to Buy) on March 6, 2026 as a grant or award, held directly.

According to the award terms, 25% of the options will vest on March 6, 2027, with the remaining options vesting in 36 equal monthly installments thereafter under the company’s 2024 Equity Incentive Plan.

Insider Trade Summary

Grant/Award: 800,000 shares

Grant/Award 1 txn

Insider Usen Todd

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Options (Right to Buy)	800,000	$0.00	$0.00

Holdings After Transaction: Employee Stock Options (Right to Buy) — 800,000 contracts for 800,000 underlying shares (Direct)

Footnotes (1)

1. F1. Employee Stock Options granted pursuant to Issuer's 2024 Equity Incentive Plan (the "Option"). The Option will vest over a four-year period, whereby twenty-five percent (25%) of the Option will vest on March 6, 2027, with the remaining shares subject to the Option vesting in thirty-six (36) equal monthly installments thereafter.

FAQ

What insider transaction did ADGM CEO Todd Usen report on this Form 4?

Todd Usen reported an acquisition of derivative securities through an award of 800,000 Employee Stock Options. These options were granted under Adagio Medical Holdings’ 2024 Equity Incentive Plan and are reported as being held directly by him.

What type of security did the ADGM Form 4 disclose for Todd Usen?

The filing discloses Employee Stock Options (Right to Buy) granted to Todd Usen. These are derivative securities that give him the right to purchase Adagio Medical Holdings, Inc. shares in the future, subject to the vesting schedule described in the award.

How many stock options did ADGM grant to CEO Todd Usen?

Adagio Medical Holdings, Inc. granted Todd Usen 800,000 Employee Stock Options. After this grant, the total number of these options reported as held by him is also 800,000, reflecting this new award under the company’s 2024 Equity Incentive Plan.

What is the vesting schedule for Todd Usen’s 800,000 ADGM options?

The options vest over four years. 25% of the grant vests on March 6, 2027. The remaining shares subject to the option vest in 36 equal monthly installments after that initial vesting date, according to the footnote description.

Are Todd Usen’s ADGM stock options held directly or indirectly?

The Form 4 shows the ownership of the 800,000 Employee Stock Options as direct. The direct_or_indirect field is coded as “D,” indicating direct ownership, with no additional entity listed in the nature of ownership field.

Under which plan were the 800,000 ADGM options to Todd Usen granted?

The stock options were granted under Adagio Medical Holdings, Inc.’s 2024 Equity Incentive Plan. The footnote clarifies that the Employee Stock Options were issued pursuant to this plan and outlines the four-year vesting structure tied to specified future dates.

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Accepted by SEC EDGAR 03/09/2026 - 06:00 AM Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Usen Todd

(Last) (First) (Middle)

C/O ADAGIO MEDICAL HOLDINGS, INC.

26051 MERIT CIRCLE, SUITE 102

(Street)

LAGUNA HILLS CA 92653

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Adagio Medical Holdings, Inc. [ ADGM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (Right to Buy)	$0.977	03/06/2026		A		800,000		(1)	03/06/2036	Common Stock	800,000	$0	800,000	D

Explanation of Responses:

1. Employee Stock Options granted pursuant to Issuer's 2024 Equity Incentive Plan (the "Option"). The Option will vest over a four-year period, whereby twenty-five percent (25%) of the Option will vest on March 6, 2027, with the remaining shares subject to the Option vesting in thirty-six (36) equal monthly installments thereafter.

	/s/ Todd Usen	03/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.