ADAR1 reports 1.2M shares (5.7%) of Adagio

Adagio Medical Holdings, Inc. Schedule 13G: ADAR1 Capital Management, LLC and Daniel Schneeberger report beneficial ownership of 1,205,447 shares of common stock, representing 5.7% of the class based on 21,179,637 shares outstanding as of November 10, 2025.

Rhea-AI Filing Summary

Adagio Medical Holdings, Inc. Schedule 13G: ADAR1 Capital Management, LLC and Daniel Schneeberger report beneficial ownership of 1,205,447 shares of common stock, representing 5.7% of the class based on 21,179,637 shares outstanding as of November 10, 2025. The disclosed shares consist of 1,054,697 shares held by ADAR1 Partners, LP and 150,750 shares held by Spearhead Insurance Solutions IDF, LLC as of December 31, 2025. The filing excludes milestone warrants and convertible-note issuable shares, which are subject to 4.99% beneficial ownership limitations.

Insights

Corporate Governance Analyst

ADAR1 reports a 5.7% indirect stake through affiliated entities.

The filing shows 1,205,447 shares beneficially owned indirectly via ADAR1 Partners, LP and Spearhead Insurance Solutions IDF, LLC, with holdings dated December 31, 2025 and an outstanding-share anchor of 21,179,637 as of November 10, 2025.

Warrants and convertible-note issuable shares are excluded from the reported 5.7% and are noted as subject to a 4.99% beneficial ownership limitation; subsequent conversions or exercises could change ownership but are constrained by that limitation.

Securities Compliance Specialist

Filing attributes indirect beneficial ownership and identifies control-person filing status.

The Schedule 13G is filed on behalf of ADAR1 Capital Management and Daniel Schneeberger, who is identified as a control person in respect of ADAR1 Capital Management. The filing cites shared voting and dispositive power of 1,205,447 shares.

Exclusions include 2,353,470 and 277,707 milestone-warrant shares and 500,000 convertible-note shares; the filing preserves the 4.99% limitation language verbatim.

FAQ

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

What stake does ADAR1 Capital Management report in Adagio Medical (ADGM)?

ADAR1 Capital Management reports beneficial ownership of 1,205,447 shares (5.7%). The filing ties these shares to ADAR1 Partners, LP (1,054,697) and Spearhead Insurance Solutions IDF, LLC (150,750) as of December 31, 2025.

Does the filing include warrants or convertible-note shares in the 5.7%?

No. The filing explicitly excludes milestone warrants (2,353,470 and 277,707) and 500,000 convertible-note issuable shares. These excluded instruments are subject to a 4.99% beneficial ownership limitation per the text.

What outstanding share count does the filing use to calculate the percentage?

The percentage is based on 21,179,637 shares outstanding as of November 10, 2025. That figure is cited from the Issuer's Form 10-Q for the quarter ended September 30, 2025, filed November 12, 2025.

Who is Daniel Schneeberger in this Schedule 13G filing?

Daniel Schneeberger is listed as a reporting person and Manager of ADAR1 Capital Management and files as a control person. The filing attributes indirect beneficial ownership to him via the investment-manager relationship.

Do the excluded securities alter ADAR1's reported ownership under the filing?s

Excluded securities are not included in the reported 1,205,447 shares. The filing notes those instruments exist but states they are subject to a 4.99% ownership limitation, which constrains potential aggregation into the reported percentage.

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Accepted by SEC EDGAR 02/17/2026 - 08:13 PM Learn about SEC filing dates

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 $0.0001 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

ADAR1 Capital Management, 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

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,205,447.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,205,447.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,205,447.00

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)

5.7 %

12

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person: Includes (i) 1,054,697 shares of common stock, par value $0.0001 per share ("Common Stock") held by ADAR1 Partners, LP, and (ii) 150,750 shares of Common Stock held by Spearhead Insurance Solutions IDF, LLC as of December 31, 2025. Excludes 2,353,470 shares of Common Stock underlying milestone warrants held by ADAR1 Partners, LP, 500,000 shares of Common Stock issuable upon conversion of 13% senior secured convertible notes held by ADAR1 Partners, LP, and 277,707 shares of Common Stock underlying milestone warrants held by Spearhead Insurance Solutions IDF, LLC, the exchange and exercise of which are subject to 4.99% beneficial ownership limitations. As the investment manager of ADAR1 Partners, LP and as the sub-advisor of Spearhead Insurance Solutions IDF, LLC, ADAR1 Capital Management, LLC may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP and Spearhead Insurance Solutions IDF, LLC. Based on 21,179,637 shares of Common Stock of Adagio Medical Holdings, Inc. (the "Issuer") outstanding as of November 10, 2025, reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission on November 12, 2025.

SCHEDULE 13G

CUSIP No. 00534B100

1

Names of Reporting Persons

Daniel Schneeberger

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

SWITZERLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,205,447.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,205,447.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,205,447.00

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)

5.7 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Includes (i) 1,054,697 shares of common stock, par value $0.0001 per share ("Common Stock") held by ADAR1 Partners, LP, and (ii) 150,750 shares of Common Stock held by Spearhead Insurance Solutions IDF, LLC as of December 31, 2025. Excludes 2,353,470 shares of Common Stock underlying milestone warrants held by ADAR1 Partners, LP, 500,000 shares of Common Stock issuable upon conversion of 13% senior secured convertible notes held by ADAR1 Partners, LP, and 277,707 shares of Common Stock underlying milestone warrants held by Spearhead Insurance Solutions IDF, LLC, the exchange and exercise of which are subject to 4.99% beneficial ownership limitations. As the manager of ADAR1 Capital Management, LLC, Mr. Schneeberger may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP and Spearhead Insurance Solutions IDF, LLC. Based on 21,179,637 shares of Common Stock of Adagio Medical Holdings, Inc. (the "Issuer") outstanding as of November 10, 2025, reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission on November 12, 2025.

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: This Schedule is being filed on behalf of each of the following persons (each, a "Reporting Person" and collectively, the "Reporting Persons"): (i) ADAR1 Capital Management, LLC ("ADAR1 Capital Management"); and (ii) Daniel Schneeberger ("Mr. Schneeberger").
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is 3503 Wild Cherry Drive, Building 9, Austin, Texas 78738.
(c)	Citizenship: (i) ADAR1 Capital Management is a Texas limited liability company; and (ii) Mr. Schneeberger is a citizen of Switzerland.
(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 contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(b)	Percent of class: The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
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.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Mr. Schneeberger is filing this Schedule 13G as a control person in respect of shares beneficially owned by ADAR1 Capital Management, an investment adviser as described in SS 240.13d-1(b)(1)(ii)(E).
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.

ADAR1 Capital Management, LLC

Signature:	/s/ Daniel Schneeberger
Name/Title:	Daniel Schneeberger, Manager
Date:	02/17/2026

Daniel Schneeberger

Signature:	/s/ Daniel Schneeberger
Name/Title:	Daniel Schneeberger, in his individual capacity
Date:	02/17/2026

Exhibit Information

Exhibit A: Joint Filing Agreement