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Adagio Medical (ADGM) awards 30,000 stock options to director Sandra Gardiner

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Adagio Medical Holdings, Inc. reported that director Sandra A. Gardiner received a grant of 30,000 non-qualified stock options on June 16, 2026 under the Non-Employee Director Compensation Policy and 2024 Equity Incentive Plan. The options have an exercise price of $0.7103 per share and expire on June 16, 2036. They vest in equal monthly installments over one year, with 1/12 of the underlying shares vesting at the end of each month of continuous service after the June 16, 2026 vesting commencement date, resulting in 30,000 options held directly after this grant.

Positive

  • None.

Negative

  • None.
Insider GARDINER SANDRA A.
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 shares (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.
Options granted 30,000 options Non-qualified stock option grant to director on June 16, 2026
Exercise price $0.7103 per share Exercise price of non-qualified stock options granted
Options outstanding after grant 30,000 options Total options held directly by reporting person following transaction
Option expiration date June 16, 2036 Expiration date of granted non-qualified stock options
Vesting schedule length 1 year Options vest in 12 equal monthly installments after June 16, 2026
Non-qualified stock option financial
"Non-qualified stock option granted under the Issuer's Non-Employee Director Compensation Policy"
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
"granted under the Issuer's Non-Employee Director Compensation Policy and the Issuer's 2024 Equity Incentive Plan"
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.
continuous service financial
"shall vest in equal monthly installments at the conclusion of each month of continuous service"

FAQ

What did ADGM director Sandra A. Gardiner report on this Form 4?

Sandra A. Gardiner reported a grant of 30,000 non-qualified stock options for Adagio Medical Holdings, Inc. The options were awarded as director compensation and are held directly following the transaction, with future vesting based on continued board service.

What are the key terms of Sandra Gardiner’s ADGM stock option grant?

The grant covers 30,000 non-qualified stock options with an exercise price of $0.7103 per share, expiring on June 16, 2036. These options were issued under Adagio Medical Holdings, Inc.’s Non-Employee Director Compensation Policy and 2024 Equity Incentive Plan.

How do the ADGM options granted to Sandra Gardiner vest?

The 30,000 options vest in equal monthly installments over one year. 1/12 of the shares underlying the option vest at the end of each month of continuous service after the June 16, 2026 vesting commencement date, aligning vesting with ongoing board service.

Did Adagio Medical Holdings, Inc. report any stock sales by Sandra Gardiner in this Form 4?

No stock sales were reported. The Form 4 shows only a grant/award acquisition of 30,000 non-qualified stock options. The transaction is coded as “A,” indicating a grant or other acquisition, with no corresponding sale or disposition in this filing.

Is this ADGM Form 4 transaction part of a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirmative, and no footnote references a trading plan. The reported transaction is characterized as an annual stock option grant under the company’s director compensation policy and equity plan.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
GARDINER SANDRA A.

(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)
XDirector10% 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)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-qualified stock option (right to buy)(1)$0.710306/16/2026A30,000 (1)06/16/2036Common Stock30,000$030,000D
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-Fact08/12/2026
** Signature of Reporting PersonDate
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)