PERCEPTIVE ADVISORS LLC - 20 Oct 2025 Form 4 Insider Report for Adagio Medical Holdings, Inc. (ADGM)

Reporting relationship: Director, 10%+ Owner
Issuer ticker: ADGM
Reported as of: 20 Oct 2025
Net transaction value: +$4,250,092
SEC form: 4
Accepted by SEC: 22 Oct 2025, 16:33:15 UTC
Prior SEC filing: 05 Aug 2025
Next SEC filing: 10 Nov 2025
Source filing: View source filing
Reporting owner signature: /s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman

Key filing fact

PERCEPTIVE ADVISORS LLC filed Form 4 for Adagio Medical Holdings, Inc. (ADGM) on 22 Oct 2025.

Key facts

This page summarizes PERCEPTIVE ADVISORS LLC's Form 4 filing for Adagio Medical Holdings, Inc. (ADGM).
4 reported transactions and 4 derivative rows are listed below.
Accepted by SEC: 22 Oct 2025, 16:33.

Change

Previous filing in this sequence was filed on 05 Aug 2025.
Current net transaction value: +$4,250,092.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (3)

CIK 0001224962 Primary reporting owner

PERCEPTIVE ADVISORS LLC

Relationship: Director, 10%+ Owner
Address: 51 ASTOR PLACE, 10TH FLOOR, NEW YORK
Signature: /s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman
Signature date: 22 Oct 2025

CIK 0001249675

PERCEPTIVE LIFE SCIENCES MASTER FUND LTD

Relationship: 10%+ Owner
Address: 51 ASTOR PLACE, 10TH FLOOR, NEW YORK
Signature: /s/ Joseph Edelman - for Perceptive Life Sciences Master Fund Ltd., By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member
Signature date: 22 Oct 2025

CIK 0001164426

EDELMAN JOSEPH

Relationship: 10%+ Owner
Address: 51 ASTOR PLACE, 10TH FLOOR, NEW YORK
Signature: /s/ Joseph Edelman
Signature date: 22 Oct 2025

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ADGM transaction Derivative

Tranche A Warrant ("Common Warrant" right to buy)

Purchase

Transaction value: $248,287
Shares: +1,344,999
Change %
Price: $0.1846
Shares after: 1,344,999
Date: 20 Oct 2025
Ownership: See footnote
Underlying class: Common Stock or Pre-Funded Warrants
Underlying amount: 1,344,999
Exercise price: $1.71
Footnotes: F1, F2, F3

ADGM transaction Derivative

Tranche B Warrant ("Common Warrant" right to buy)

Purchase

Transaction value: $248,287
Shares: +1,344,999
Change %
Price: $0.1846
Shares after: 1,344,999
Date: 20 Oct 2025
Ownership: See footnote
Underlying class: Common Stock or Pre-Funded Warrants
Underlying amount: 1,344,999
Exercise price: $1.71
Footnotes: F1, F2, F3

ADGM transaction Derivative

Tranche C Warrant ("Common Warrant" right to buy)

Purchase

Transaction value: $248,287
Shares: +1,344,999
Change %
Price: $0.1846
Shares after: 1,344,999
Date: 20 Oct 2025
Ownership: See footnote
Underlying class: Common Stock or Pre-Funded Warrants
Underlying amount: 1,344,999
Exercise price: $1.71
Footnotes: F1, F2, F3

ADGM transaction Derivative

Pre-Funded Warrant (right to buy)

Purchase

Transaction value: $3,505,232
Shares: +2,190,496
Change %
Price: $1.60
Shares after: 2,190,496
Date: 20 Oct 2025
Ownership: See footnote
Underlying class: Common Stock
Underlying amount: 2,190,496
Exercise price: $0.000100
Footnotes: F3, F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 5 footnotes

Footnote F1

The common warrants are immediately exercisable, subject to the Beneficial Ownership Limitation (as defined below), and will expire on the fifth anniversary of their issuance. Pursuant to the terms of the common warrants, the common warrant cannot be exercised to the extent that, upon giving effect to or immediately prior to such exercise, would cause either (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) would exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise or (ii) the combined voting power of the Issuer's securities beneficially owned by such holder (together with its affiliates) would exceed 9.99% of the combined voting power of all of the Issuer's securities outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Limitation").

Footnote F2

Represents the purchase price for each common warrant purchased by the Reporting Person in the Issuer's registered public offering that closed on October 20, 2025.

Footnote F3

The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Joseph Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

Footnote F4

The pre-funded warrants are immediately exercisable, subject to the Beneficial Ownership Limitation, and will expire on the date they are exercised in full.

Footnote F5

Represents the purchase price for each pre-funded warrant purchased by the Reporting Person in the Issuer's registered public offering that closed on October 20, 2025.