ADGM insiders report three warrant tranches and pre-funded buys

Rhea-AI Filing Summary

Adagio Medical Holdings (ADGM) insiders affiliated with Perceptive disclosed purchases of derivative securities on 10/20/2025. The filing shows three “Common Warrant” tranches (Tranche A, B, and C), each for 1,344,999 underlying shares with a $1.71 exercise price, acquired at a purchase price of $0.1846 per warrant. It also reports 2,190,496 pre‑funded warrants with a $0.0001 exercise price, acquired at $1.6002 per pre‑funded warrant.

The common warrants are immediately exercisable and expire on the fifth anniversary of issuance, and the pre‑funded warrants are immediately exercisable and expire when fully exercised. All instruments carry a 9.99% Beneficial Ownership Limitation. The securities were purchased in a registered public offering that closed on October 20, 2025, and are reported as indirectly held by Perceptive Life Sciences Master Fund Ltd., with Perceptive Advisors LLC as investment manager and Joseph Edelman as managing member.

Insights

Equity ownership & derivatives analyst

Neutral Form 4: Perceptive reports warrant and pre‑funded warrant buys.

The filing records acquisitions of three common warrant tranches (each for 1,344,999 underlying shares at an exercise price of $1.71) purchased at $0.1846 per warrant, plus pre‑funded warrants for 2,190,496 shares at a $0.0001 exercise price, purchased at $1.6002. These were acquired in a registered public offering that closed on October 20, 2025.

Common warrants are immediately exercisable and expire on the fifth anniversary of issuance; pre‑funded warrants are immediately exercisable and expire upon full exercise. A 9.99% Beneficial Ownership Limitation applies, constraining exercises that would push ownership or voting power above that threshold.

All positions are reported as indirectly held by the Master Fund with Perceptive Advisors LLC as investment manager. Actual share issuance from these instruments depends on exercise decisions within the ownership cap; the filing does not state specific timing beyond these terms.

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^*

PERCEPTIVE ADVISORS LLC

(Last) (First) (Middle)

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK NY 10003

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

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2025

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

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

	Form filed by One Reporting Person
X	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
Tranche A Warrant ("Common Warrant" right to buy)	$1.71	10/20/2025		P		1,344,999		(1)	(1)	Common Stock or Pre-Funded Warrants	1,344,999	$0.1846(2)	1,344,999	I	See footnote(3)
Tranche B Warrant ("Common Warrant" right to buy)	$1.71	10/20/2025		P		1,344,999		(1)	(1)	Common Stock or Pre-Funded Warrants	1,344,999	$0.1846(2)	1,344,999	I	See footnote(3)
Tranche C Warrant ("Common Warrant" right to buy)	$1.71	10/20/2025		P		1,344,999		(1)	(1)	Common Stock or Pre-Funded Warrants	1,344,999	$0.1846(2)	1,344,999	I	See footnote(3)
Pre-Funded Warrant (right to buy)	$0.0001	10/20/2025		P		2,190,496		(4)	(4)	Common Stock	2,190,496	$1.6002(5)	2,190,496	I	See footnote(3)

1. Name and Address of Reporting Person^*

PERCEPTIVE ADVISORS LLC

(Last) (First) (Middle)

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

PERCEPTIVE LIFE SCIENCES MASTER FUND LTD

(Last) (First) (Middle)

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

EDELMAN JOSEPH

(Last) (First) (Middle)

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The common warrants are immediately exercisable, subject to the Beneficial Ownership Limitation (as defined below), and will expire on the fifth anniversary of their issuance. Pursuant to the terms of the common warrants, the common warrant cannot be exercised to the extent that, upon giving effect to or immediately prior to such exercise, would cause either (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) would exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise or (ii) the combined voting power of the Issuer's securities beneficially owned by such holder (together with its affiliates) would exceed 9.99% of the combined voting power of all of the Issuer's securities outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Limitation").

2. Represents the purchase price for each common warrant purchased by the Reporting Person in the Issuer's registered public offering that closed on October 20, 2025.

3. The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Joseph Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

4. The pre-funded warrants are immediately exercisable, subject to the Beneficial Ownership Limitation, and will expire on the date they are exercised in full.

5. Represents the purchase price for each pre-funded warrant purchased by the Reporting Person in the Issuer's registered public offering that closed on October 20, 2025.

	/s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman	10/22/2025
	/s/ Joseph Edelman - for Perceptive Life Sciences Master Fund Ltd., By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member	10/22/2025
	/s/ Joseph Edelman	10/22/2025
	** 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.

FAQ

What did ADGM insiders affiliated with Perceptive report on this Form 4?

They reported acquiring three common warrant tranches (each for 1,344,999 underlying shares at a $1.71 exercise price, purchased at $0.1846) and 2,190,496 pre‑funded warrants at a $0.0001 exercise price, purchased at $1.6002.

When did the ADGM warrant and pre‑funded warrant purchases occur?

The transactions occurred on 10/20/2025 and closed in a registered public offering on that date.

What ownership cap applies to the ADGM warrants reported?

A 9.99% Beneficial Ownership Limitation applies, restricting exercises that would exceed 9.99% ownership or voting power.

How long do the ADGM common warrants last?

They are immediately exercisable and expire on the fifth anniversary of their issuance.

Who holds the ADGM securities reported on the Form 4?

They are indirectly held by Perceptive Life Sciences Master Fund Ltd., with Perceptive Advisors LLC as investment manager and Joseph Edelman as managing member.

What are the exercise prices for ADGM’s reported instruments?

Common warrants: $1.71 per share; pre‑funded warrants: $0.0001 per share.