Adagio Medical grants 30,000 options to director Moran

Adagio Medical Holdings, Inc. reported that director Timothy P. Moran received a grant of 30,000 non-qualified stock options on 2026-06-16.

Rhea-AI Filing Summary

Adagio Medical Holdings, Inc. reported that director Timothy P. Moran received a grant of 30,000 non-qualified stock options on 2026-06-16. The options have an exercise price of $0.7103 per share and expire on 2036-06-16.

The grant was made under the company’s Non-Employee Director Compensation Policy and 2024 Equity Incentive Plan. The option will vest in equal monthly installments over one year, with 1/12 of the underlying shares vesting at the conclusion of each month of continuous service after the vesting commencement date of 06/16/2026. Following this grant, Moran holds 30,000 derivative securities directly.

Insider Trade Summary

Grant/Award: 30,000 shares

Grant/Award 1 txn

Insider Moran Timothy P.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Non-qualified stock option (right to buy) F1	30,000	$0.00	$0.00

Holdings After Transaction: Non-qualified stock option (right to buy) — 30,000 contracts (Direct)

Footnotes (1)

1. F1. Annual stock option granted under the Issuer's Non-Employee Director Compensation Policy and the Issuer's 2024 Equity Incentive Plan (the "Option"). The Option will vest in equal monthly installments over a one-year period, whereby 1/12th of shares underlying the Option shall vest in equal monthly installments at the conclusion of each month of continuous service after the vesting commencement date of 06/16/2026.

Key Figures

Options granted: 30,000 options Exercise price: $0.7103 per share Expiration date: 2036-06-16 +3 more

6 metrics

Options granted 30,000 options Non-qualified stock option grant to director on 2026-06-16

Exercise price $0.7103 per share Exercise price of non-qualified stock options

Expiration date 2036-06-16 Expiration of granted stock options

Vesting schedule 1/12 monthly over one year Vesting after commencement date of 06/16/2026

Shares underlying options 30,000 shares Common stock underlying the non-qualified stock option

Holdings after grant 30,000 derivative securities Total derivative holdings following reported transaction

Key Terms

Non-qualified stock option, Equity Incentive Plan, vesting commencement date

3 terms

Non-qualified stock option financial

"Non-qualified stock option (right to buy)"

A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.

Equity Incentive Plan financial

"Issuer's 2024 Equity Incentive Plan (the "Option")"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

vesting commencement date financial

"after the vesting commencement date of 06/16/2026"

The vesting commencement date is the starting point when an employee begins earning ownership rights to their promised benefits, such as stock options or retirement contributions. Think of it like the day a savings account is opened—only after this date do the benefits start to grow and become fully available over time. It matters to investors because it marks when the clock begins ticking toward full ownership, affecting the timing and value of these benefits.

FAQ

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

What did Adagio Medical Holdings (ADGM) report in this Form 4 for Timothy P. Moran?

Adagio Medical Holdings reported that director Timothy P. Moran received a grant of 30,000 non-qualified stock options on 2026-06-16, giving him the right to buy common stock at a fixed exercise price.

How many options did Timothy P. Moran receive from ADGM and at what exercise price?

Timothy P. Moran received 30,000 non-qualified stock options with an exercise price of $0.7103 per share. These options relate to Adagio Medical Holdings’ common stock and were granted as part of director compensation.

When do Timothy P. Moran’s ADGM stock options vest and over what period?

The options begin vesting after a vesting commencement date of 06/16/2026 and will vest in equal monthly installments over one year. Each month, 1/12 of the 30,000 underlying shares will vest, subject to continuous service.

What is the expiration date of Timothy P. Moran’s Adagio Medical (ADGM) stock options?

The granted non-qualified stock options expire on 2036-06-16. After that expiration date, any unexercised portion of the 30,000 options will no longer be exercisable for Adagio Medical Holdings common stock.

Are Timothy P. Moran’s ADGM options part of a specific compensation plan?

Yes. The grant is made under Adagio Medical Holdings’ Non-Employee Director Compensation Policy and its 2024 Equity Incentive Plan, which govern the terms of this annual stock option award for non-employee directors.

How many derivative securities does Timothy P. Moran hold in ADGM after this grant?

Following this transaction, Timothy P. Moran holds 30,000 derivative securities (non-qualified stock options) directly. This total matches the size of the 30,000-option grant reported for the 2026-06-16 award.

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

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Accepted by SEC EDGAR 08/12/2026 - 01:30 PM EDT 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^*

Moran Timothy P.

(Last) (First) (Middle)

C/O ADAGIO MEDICAL HOLDINGS, INC.

26051 MERIT CIRCLE, SUITE 102

(Street)

LAGUNA HILLS CALIFORNIA 92653

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026

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

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

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

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
Non-qualified stock option (right to buy)(1)	$0.7103	06/16/2026		A		30,000		(1)	06/16/2036	Common Stock	30,000	$0	30,000	D

Explanation of Responses:

1. Annual stock option granted under the Issuer's Non-Employee Director Compensation Policy and the Issuer's 2024 Equity Incentive Plan (the "Option"). The Option will vest in equal monthly installments over a one-year period, whereby 1/12th of shares underlying the Option shall vest in equal monthly installments at the conclusion of each month of continuous service after the vesting commencement date of 06/16/2026.

	/s/ Deborah Kaster, Attorney-in-Fact	08/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)