Adagio Medical Holdings, Inc

Item 2.05 Costs Associated with Exit or Disposal Activities. On September 23, 2026, Adagio Medical Holdings, Inc. (the “Company”) adopted a plan to extend its capital resources in connection with initiating a process to explore a full range of strategic alternatives. As part of the plan, the Company will reduce its workforce by 25 of 43 full-time employees, effective September 23, 2026. The Company estimates that it will incur approximately $1.3 million of cash expenditures, consisting primarily of one-time severance payments, benefits and other related costs (excluding non-cash charges associated with equity-based compensation). The estimated costs that the Company expects to incur, and the timing thereof, are subject to a number of assumptions and actual results may differ. The Company may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the workforce reduction, including potential impairment charges, if any. However, the Company is not able to estimate the amount or range of amounts of such potential impairments as of the date of this Current Report on Form 8-K. If required, the Company will amend this Current Report on Form 8-K at such time as its management is able in good faith to estimate the amount, or range of amounts, of these charges.

Item 8.01 Other Events. In connection with its process to explore strategic alternatives, the Company notified holders of its 13% Senior Secured Convertible Notes (the “Notes”), that it would lower the Conversion Price (as defined in the Notes) of the Notes for each date during the period commencing on September 23, 2026 and ending on October 31, 2026, subject to extension (each, a “Conversion Price Reduction”), to the Alternate Conversion Price in effect on such applicable date of conversion (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events, the “New Alternate Conversion Price”). Under the Notes, “Alternate Conversion Price” will be the lower of (x) the Conversion Price then in effect and (y) 85% of the lowest VWAP (as defined in the Notes) of the common stock during the five (5) consecutive trading day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice. The form of Notes is filed as Exhibit 10.12 to the Company’s Current Report on Form 8-K filed on August 6, 2024. On September 23, 2026, the Company issued a press release announcing that it had commenced a process to explore and evaluate strategic alternatives to enhance shareholder value, a copy of which is filed as Exhibit 99.1 hereto.