Adagio Medical director granted 100,000 stock options

Adagio Medical Holdings, Inc. director Orly Mishan received a grant of 100,000 non-qualified stock options on June 16, 2026 under the company’s Non-Employee Director Compensation Policy and 2024 Equity Incentive Plan.

Rhea-AI Filing Summary

Adagio Medical Holdings, Inc. director Orly Mishan received a grant of 100,000 non-qualified stock options on June 16, 2026 under the company’s 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 after each month of continuous service following the vesting commencement date of June 16, 2026.

Insider Trade Summary

Grant/Award: 100,000 shares

Grant/Award 1 txn

Insider MISHAN ORLY

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Non-qualified stock option (right to buy) F1	100,000	$0.00	$0.00

Holdings After Transaction: Non-qualified stock option (right to buy) — 100,000 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: 100,000 shares Exercise price: $0.7103 per share Expiration date: June 16, 2036 +1 more

4 metrics

Options granted 100,000 shares Non-qualified stock options granted to director Orly Mishan on June 16, 2026

Exercise price $0.7103 per share Conversion or exercise price for the 100,000 stock options granted

Expiration date June 16, 2036 Option expiration for Orly Mishan’s 100,000 non-qualified stock options

Post-transaction option holdings 100,000 options Total non-qualified stock options held directly by Orly Mishan after the grant

Key Terms

Non-qualified stock option, Equity Incentive Plan, vesting commencement date, Non-Employee Director Compensation Policy

4 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

"under the 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.

Non-Employee Director Compensation Policy financial

"under the Issuer's Non-Employee Director Compensation Policy"

FAQ

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

What insider transaction did Adagio Medical (ADGM) report for Orly Mishan?

Adagio Medical reported that director Orly Mishan received a grant of 100,000 non-qualified stock options on June 16, 2026. The options relate to common stock and were issued as part of the company’s Non-Employee Director Compensation Policy and 2024 Equity Incentive Plan.

What is the exercise price of the newly granted ADGM stock options to Orly Mishan?

The granted options to Orly Mishan have an exercise price of $0.7103 per share. These options are non-qualified stock options for Adagio Medical common stock and were awarded under the company’s 2024 Equity Incentive Plan and director compensation policy.

How many Adagio Medical (ADGM) options does Orly Mishan hold after this grant?

Following this transaction, Orly Mishan holds 100,000 non-qualified stock options directly. All of these options relate to Adagio Medical common stock and arise from the June 16, 2026 grant reported in the Form 4 filing.

What are the vesting terms of Orly Mishan’s new ADGM stock options?

The options vest over one year in equal monthly installments. Specifically, 1/12 of the shares underlying the option vest at the conclusion of each month of continuous service after the vesting commencement date of June 16, 2026.

When do Orly Mishan’s Adagio Medical (ADGM) options expire?

The non-qualified stock options granted to Orly Mishan on June 16, 2026 have an expiration date of June 16, 2036. After that date, any unexercised portion of the option will no longer be exercisable under the plan terms.

Were Orly Mishan’s ADGM option grants made under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirmative, indicating the grant was not reported as made pursuant to a Rule 10b5-1 trading plan. The transaction is characterized as a grant or award under compensation policies.

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

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Accepted by SEC EDGAR 08/12/2026 - 01:36 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^*

MISHAN ORLY

(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		100,000		(1)	06/16/2036	Common Stock	100,000	$0	100,000	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)