Perceptive group reports 57.5% stake in Adagio

Adagio Medical Holdings, Inc. received an updated ownership report showing that Perceptive Advisors and related entities hold a majority stake in its common stock.

Rhea-AI Filing Summary

Adagio Medical Holdings, Inc. received an updated ownership report showing that Perceptive Advisors and related entities hold a majority stake in its common stock. The group, including Perceptive Advisors LLC, Perceptive Life Sciences Master Fund, Ltd., C2 Life Sciences LLC, and Joseph Edelman, is reported to beneficially own 15,321,655 shares of common stock, representing 57.5% of the class.

This percentage is calculated based on 21,179,637 shares outstanding as of November 10, 2025 and assumes exercise of warrants for 5,445,069 shares held by the Perceptive entities. The Master Fund directly holds 9,675,684 shares plus the warrants, while C2 holds 200,902 shares. Perceptive Advisors acts as investment manager to the Master Fund and C2, and Edelman is the managing member of Perceptive Advisors, giving them shared voting and investment power over these holdings.

The filing states that the securities were not acquired and are not held for the purpose of changing or influencing control of Adagio Medical Holdings, but instead are reported as passive ownership under Schedule 13G.

Insights

Equity Ownership & Governance Analyst

Perceptive-linked investors report majority, but certify passive intent.

Perceptive Advisors, its Master Fund, C2 Life Sciences, and Joseph Edelman disclose beneficial ownership of 15,321,655 Adagio Medical shares, or 57.5% of the common stock. This includes warrants for 5,445,069 shares held by the Master Fund, calculated against 21,179,637 shares outstanding as of November 10, 2025.

The Master Fund directly holds 9,675,684 shares plus the warrants, while C2 holds 200,902 shares. Perceptive Advisors manages both vehicles and Edelman manages Perceptive Advisors, giving them shared voting and dispositive power rather than direct record ownership of most shares.

The group certifies the holdings were not acquired to change or influence control, consistent with a Schedule 13G passive filing rather than a 13D activist stance. Future company filings may clarify any changes in ownership levels or intent if positions are adjusted or reclassified.

FAQ

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

How much of Adagio Medical (ADGM) does Perceptive Advisors beneficially own?

Perceptive Advisors and related entities report beneficial ownership of 15,321,655 shares of Adagio Medical common stock, representing 57.5% of the class, based on 21,179,637 shares outstanding as of November 10, 2025 plus assumed warrant exercises.

Which Perceptive-related entities are listed as reporting persons for Adagio Medical (ADGM)?

The reporting persons are Perceptive Advisors LLC, Joseph Edelman, Perceptive Life Sciences Master Fund, Ltd., and C2 Life Sciences LLC. Perceptive Advisors manages the Master Fund and C2, and Edelman is the managing member of Perceptive Advisors.

What are Perceptive Life Sciences Master Fund’s direct holdings in Adagio Medical (ADGM)?

Perceptive Life Sciences Master Fund, Ltd. directly holds 9,675,684 shares of Adagio Medical common stock and warrants exercisable for 5,445,069 shares. Together, this supports its reported beneficial ownership of 15,120,753 shares, or 56.8% of the common stock.

How many Adagio Medical (ADGM) shares does C2 Life Sciences LLC own?

C2 Life Sciences LLC is the holder of record of 200,902 shares of Adagio Medical common stock. This position represents 0.8% of the class, with voting and dispositive power shared through Perceptive Advisors and Joseph Edelman.

On what share count is the Perceptive group’s Adagio Medical (ADGM) ownership percentage based?

The ownership percentages use 21,179,637 outstanding shares of Adagio Medical common stock as of November 10, 2025, as reported in the company’s Form 10-Q, and assume exercise of 5,445,069 warrants held by the reporting persons.

Is the Perceptive group seeking to control Adagio Medical (ADGM) with this stake?

The reporting persons certify the securities “were not acquired and are not held” for the purpose of changing or influencing control of Adagio Medical. The Schedule 13G filing reflects a passive ownership posture rather than an activist control-seeking position.

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

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Accepted by SEC EDGAR 02/17/2026 - 04:00 PM EST Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Adagio Medical Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00534B100

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 00534B100

1

Names of Reporting Persons

Perceptive Advisors LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 15,321,655.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 15,321,655.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

15,321,655.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

57.5 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 00534B100

1

Names of Reporting Persons

Joseph Edelman

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 15,321,655.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 15,321,655.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

15,321,655.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

57.5 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. 00534B100

1

Names of Reporting Persons

Perceptive Life Sciences Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 15,120,753.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 15,120,753.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

15,120,753.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

56.8 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 00534B100

1

Names of Reporting Persons

C2 Life Sciences LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 200,902.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 200,902.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

200,902.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.8 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Adagio Medical Holdings, Inc.
(b)	Address of issuer's principal executive offices: 26051 Merit Circle, Suite 102, Laguna Hills, CA 92653
Item 2.
(a)	Name of person filing: The names of the persons filing this report (collectively, the "Reporting Persons") with respect to shares of Common Stock, par value $0.0001 par value per share (the "Common Stock") of Adagio Medical Holdings, Inc. (the "Issuer") are: (i) Perceptive Advisors LLC ("Perceptive Advisors") (ii) Joseph Edelman ("Mr. Edelman") (iii) Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund") (iv) C2 Life Sciences LLC ("C2")
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is: 51 Astor Place, 10th Floor, New York, NY 10003
(c)	Citizenship: Perceptive Advisors is a Delaware limited liability company. Mr. Edelman is a United States citizen. The Master Fund is a Cayman Islands corporation. C2 is a Delaware limited liability company.
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 00534B100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages are based on 21,179,637 outstanding shares of Common Stock as of November 10, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025, and assume the exercise of warrants held by the Reporting Persons for 5,445,069 shares of Common Stock (the "Warrants"). The Master Fund is the holder of record of (i) 9,675,684 shares of Common Stock and (ii) Warrants exercisable for 5,445,069 shares of Common Stock. C2 is the holder of record of 200,902 shares of Common Stock. Perceptive Advisors serves as the investment manager to the Master Fund and C2, and Mr. Edelman is the managing member of Perceptive Advisors. Accordingly, Perceptive Advisors and Mr. Edelman have voting and investment discretion with respect to, and may be deemed to beneficially own, the shares of Common Stock and Warrants held of record by the Master Fund and C2.
(b)	Percent of class: Perceptive Advisors: 57.5% Mr. Edelman: 57.5% Master Fund: 56.8% C2 Life Sciences LLC: 0.8%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Perceptive Advisors: 0 Mr. Edelman: 0 Master Fund: 0 C2: 0
	(ii) Shared power to vote or to direct the vote: Perceptive Advisors: 15,321,655 Mr. Edelman: 15,321,655 Master Fund: 15,120,753 C2: 200,902
	(iii) Sole power to dispose or to direct the disposition of: Perceptive Advisors: 0 Mr. Edelman: 0 Master Fund: 0 C2: 0
	(iv) Shared power to dispose or to direct the disposition of: Perceptive Advisors: 15,321,655 Mr. Edelman: 15,321,655 Master Fund: 15,120,753 C2: 200,902
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Perceptive Advisors LLC

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman, Managing Member
Date:	02/16/2026

Joseph Edelman

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman
Date:	02/17/2026

Perceptive Life Sciences Master Fund, Ltd.

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman, Managing Member
Date:	02/17/2026

C2 Life Sciences LLC

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman, Managing Member
Date:	02/17/2026