Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Stockholders’ Equity Requirement On August 13, 2026, Adagio Medical Holdings, Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule…

Results of Operations and Financial Condition. On August 11, 2026, Adagio Medical Holdings, Inc. issued a press release announcing financial results for the quarter ended June 30, 2026, and providing a business update. A copy of this press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (t…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On June 12, 2026, Adagio Medical Holdings, Inc. (the “ Company ”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company that the listing of its common stock was not in compliance with Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market, as the minimum bid price of the Company’s common stock w…

Results of Operations and Financial Condition. On May 12, 2026, Adagio Medical Holdings, Inc. issued a press release announcing financial results for the quarter ended March 31, 2026, and providing a business update. A copy of this press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the…

Results of Operations and Financial Condition. On March 26, 2026, Adagio Medical Holdings, Inc. (the “Company”), issued a press release announcing the Company’s financial results for the fourth quarter and fiscal year ended December 31, 2025, and providing a business update. A copy of this press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section…

Class II director — Sean Salmon: The company appointed Sean Salmon as a new Class II director and added him to the Audit Committee and Compensation Committee.

Results of Operations and Financial Condition. On November 12, 2025, Adagio Medical Holdings, Inc. (the “Company”), issued a press release announcing the Company’s financial results for the quarter ended September 30, 2025, and providing a business update. A copy of this press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securiti…

Other Events On October 20, 2025, Adagio Medical Holdings, Inc. (the “Company”) issued a press release announcing the closing (the “Closing”) of its previously announced private placement, which was the subject of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on October 14, 2025, reporting entry into a Securities Purchase Agreement with certain accredited investors. A copy of the press release announcing the Closing is attached hereto as Ex…

Entry Into a Material Definitive Agreement. Securities Purchase Agreement On October 14, 2025, Adagio Medical Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain accredited investors (the “Purchasers”) whereby the Company will issue and sell to the Purchasers in a private placement (the “Private Placement”): (i) 9,792,506 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), or pr…

Based in part upon the representations of the Purchasers in the Securities Purchase Agreement, the offering and sale of the securities described above are being offered and sold in a private placement under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, and have not been registered under the Securities Act, or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registrati…

Financial Statements and Exhibits. On October 15, 2025, the Company issued a press release announcing the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. 3

Chief Financial Officer and Chief Business Officer — Deborah Kaster: Deborah Kaster was appointed as both CFO and CBO, expanding her role within the company.

Results of Operations and Financial Condition. On August 13, 2025, Adagio Medical Holdings, Inc. (the “Company”), issued a press release announcing the Company’s financial results for the quarter ended June 30, 2025, and providing a business update. A copy of this press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exch…

Results of Operations and Financial Condition. On May 15, 2025, Adagio Medical Holdings, Inc. (the “Company”), issued a press release announcing the Company’s financial results for the quarter ended March 31, 2025, and providing a business update. A copy of this press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchan…

Interim Chief Financial Officer — Daniel George: The company appointed Daniel George as the Interim Chief Financial Officer.

Results of Operations and Financial Condition. On March 31, 2025, Adagio Medical Holdings, Inc. (the “Company”), issued a press release announcing the Company’s financial results for the fiscal year ended December 31, 2024. A copy of this press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amend…

CFO — John Dahldorf: The CFO resigned without a named successor, creating a leadership vacuum in a critical financial role.

COO — Hakon Bergheim: The Chief Operating Officer is departing as part of a corporate restructuring, representing the loss of a senior executive.

Termination of a Material Definitive Agreement On January 30, 2025, Adagio Medical Holdings, Inc. (the “ Company ”) provided formal notice to Fjord Ventures LLC (“ Fjord ”) of its intent to terminate the Facilities and Services Agreement, dated as of June 1, 2011, as amended, by and between Adagio Medical Inc. and Fjord (the “ Agreement ”), filed as Exhibit 10.27 to the Company’s Form S-4 filed with the Securities and Exchange Commission (the “ SEC ”) on April 19, 2024 , which is incorporated…

Entry into a Material Definitive Agreement On January 3, 2025, Adagio Medical Holdings, Inc. (the “ Company ”) and each Buyer (as defined below) entered into a Limited Waiver and Amendment (each, a “ Waiver ” and collectively the “ Waivers ”) to (i) the Securities Purchase Agreement, dated as of February 13, 2024 (the “Purchase Agreement”), by and among the Company, ARYA Sciences Acquisition Corp. IV, a company organized under the laws of the Cayman Islands, Adagio Medical, Inc., a Delaware c…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 2, 2025, the Company r eceived a letter from the Listing Qualifications Staff (the “ Staff ”) of The Nasdaq Stock Market LLC (“ Nasdaq ”) indicating that, due to the vacancy on the audit committee of the Company’s Board of Directors (the “ Board ”) following Shahram Moaddeb’s resignation from the Board as disclosed in the Company's Current Report on Form 8-K filed with the SEC on De…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 20, 2024, Adagio Medical Holdings, Inc., a Delaware corporation (the “Company”), notified the Nasdaq Stock Market LLC (“Nasdaq”) that the Company will not be in compliance with the audit committee requirement under Nasdaq Listing Rule 5605(c)(2)(A) as of January 1, 2025, solely due to a vacancy on the audit committee (the “Audit Committee”) of the Company’s Board of Directors (the…

Director — Shahram Moaddeb: A director resigned due to personal business demands, which is a standard board turnover event without indication of conflict or executive-level shock.

Entry into a Material Definitive Agreement The information set forth in

CEO — Olav Bergheim: The CEO resigned with a named successor (Todd Usen) appointed simultaneously, constituting an orderly succession rather than a sudden loss of leadership.