Alyeska discloses 9.9% Adagio Medical (ADGM) stake via PIPE and warrants

Rhea-AI Filing Summary

Alyeska Investment Group and affiliates have disclosed a significant passive stake in Adagio Medical Holdings, Inc. As of 12/31/2025, they report beneficial ownership of 2,096,784 shares of common stock, representing 9.9% of the outstanding shares.

The position consists of 1,159,615 common PIPE shares and warrants to purchase 2,136,177 shares, but those warrants are subject to a 9.9% beneficial ownership cap. Based on 21,179,637 shares outstanding cited from a December 16, 2025 prospectus, they may currently exercise only 937,169 shares under the warrants. The filers state the holdings are in the ordinary course of business and not for changing or influencing control.

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Accepted by SEC EDGAR 02/17/2026 - 04:32 PM Learn about SEC filing dates

FAQ

What stake in Adagio Medical Holdings (ADGM) does Alyeska report in this Schedule 13G?

Alyeska and related reporting persons report beneficial ownership of 2,096,784 Adagio Medical common shares, representing 9.9% of the class. This percentage is calculated using 21,179,637 outstanding shares cited from the company’s December 16, 2025 prospectus.

How is Alyeska’s 9.9% Adagio Medical (ADGM) ownership structured?

The reporting persons hold 1,159,615 common PIPE shares and warrants to purchase 2,136,177 additional shares. Due to a 9.9% beneficial ownership cap, they currently treat only 937,169 warrant shares as exercisable for reporting purposes.

Who are the reporting persons in the Adagio Medical (ADGM) Schedule 13G?

The Schedule 13G lists three reporting persons: Alyeska Investment Group, L.P., Alyeska Fund GP, LLC, and Anand Parekh. Each reports shared voting and dispositive power over 2,096,784 Adagio Medical common shares and no sole voting or dispositive power.

What voting and dispositive powers does Alyeska report over Adagio Medical (ADGM) shares?

The reporting persons disclose zero sole voting and dispositive power and shared voting and dispositive power over 2,096,784 shares. This means decisions to vote or dispose of these shares are made jointly, rather than by any single reporting person alone.

What does the 9.9% warrant exercise limitation mean for Adagio Medical (ADGM)?

The warrants held by the reporting persons can only be exercised to keep their stake at or below 9.9% of outstanding common stock. As of December 31, 2025, this limits exercisable warrant shares to 937,169, even though the warrants cover 2,136,177 shares.

Does Alyeska’s Adagio Medical (ADGM) stake aim to influence control of the company?

The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose or effect of changing or influencing control of Adagio Medical, nor in connection with any transaction having that control-related purpose or effect.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Adagio Medical Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001per 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

Alyeska Investment Group, L.P.

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 2,096,784.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,096,784.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,096,784.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 00534B100

1

Names of Reporting Persons

Alyeska Fund GP, 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 2,096,784.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,096,784.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,096,784.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 00534B100

1

Names of Reporting Persons

Anand Parekh

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 2,096,784.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,096,784.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,096,784.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

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: (i) Alyeska Investment Group, L.P. (ii) Alyeska Fund GP, LLC (iii) Anand Parekh
(b)	Address or principal business office or, if none, residence: (i) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601 (ii) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601 (iii) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601
(c)	Citizenship: (i) Alyeska Investment Group, L.P. - Delaware (ii) Alyeska Fund GP, LLC - Delaware (iii) Anand Parekh - United States of America
(d)	Title of class of securities: Common Stock, par value $0.0001per 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: 2,096,784
(b)	Percent of class: 9.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 2,096,784
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 2,096,784
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 acquired and are held in the ordinary course of business and 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.

Alyeska Investment Group, L.P.

Signature:	Jason Bragg
Name/Title:	Jason Bragg | Chief Financial Officer
Date:	02/17/2026

Alyeska Fund GP, LLC

Signature:	Jason Bragg
Name/Title:	Jason Bragg | Chief Financial Officer
Date:	02/17/2026

Anand Parekh

Signature:	Anand Parekh
Name/Title:	Anand Parekh | Self
Date:	02/17/2026

Exhibit Information

The reporting persons are the beneficial owners of 1,159,615 common PIPE shares of the Issuer and hold warrants to purchase 2,136,177 shares of the Issuer's Class A common stock, (the "Warrants"). However, per their terms, the Warrants can only be exercised into such number of shares that would constitute 9.9% of the total number of Common Stock of the Issuer outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant by the Holder. Accordingly, as of December 31, 2025 the reporting persons may only exercise up to 937,169 Ordinary Shares under the Warrant Agreement, and as such, is reporting beneficial ownership of only such number of shares. The percentage calculation assumes that there are currently 21,179,637 outstanding shares of Ordinary Shares of the Issuer, based on the Issuer's Prospectus filed with the Securities and Exchange Commission on December 16, 2025. JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.