Adagio Medical Holdings Director Departs, New Director Elected

TL;DR

Adagio Medical Holdings board shakeup: Johnson out, O'Malley in. Financials also filed.

AI Summary

Adagio Medical Holdings, Inc. announced on September 3, 2025, the departure of director David L. Johnson and the election of new director Michael J. O'Malley. The company also disclosed compensatory arrangements for certain officers, though specific details and dollar amounts were not provided in this excerpt. The filing also included financial statements and exhibits.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Board changes and executive compensation disclosures can introduce uncertainty regarding future strategy and financial performance.

Key Players & Entities

• Adagio Medical Holdings, Inc. (company) — Registrant
• David L. Johnson (person) — Departing Director
• Michael J. O'Malley (person) — Newly Elected Director
• September 3, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ADGM The Nasdaq Stock Marke
• $366,000 — , provides for an annual base salary of $366,000, per year paid semi-monthly in accordan
• $5 million — raising gross cash proceeds of at least $5 million. Further, the Amended Offer Letter prov
• $250,000,000 — the Company's stockholders of more than $250,000,000, generally subject to continued employm

Filing Documents

• tm2525353d1_8k.htm (8-K) — 34KB
• tm2525353d1_ex99-1.htm (EX-99.1) — 9KB
• 0001104659-25-088048.txt ( ) — 214KB
• adgm-20250903.xsd (EX-101.SCH) — 3KB
• adgm-20250903_lab.xml (EX-101.LAB) — 33KB
• adgm-20250903_pre.xml (EX-101.PRE) — 22KB
• tm2525353d1_8k_htm.xml (XML) — 4KB

02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Chief Financial Officer On September 5, 2025, the board of directors (the "Board") of Adagio Medical Holdings, Inc. (the "Company") appointed Deborah Kaster, the Company's current Chief Business Officer ("CBO"), to also serve as Chief Financial Officer ("CFO"), and designated Ms. Kaster as its principal financial officer and principal accounting officer, each effective September 5, 2025 (the "Effective Date"). In this expanded role as both CFO and CBO, Ms. Kaster will continue to oversee business development, corporate strategy, and investor relations while assuming responsibility for the Company's financial operations, including accounting, treasury, and financial planning. In connection with Ms. Kaster's appointment, the Company's Interim Chief Financial Officer, principal financial officer and principal accounting officer, Daniel George, stepped down from serving in such capacities on the Effective Date. Deborah Kaster, MBA, age 55, brings over 25 years of financial leadership experience working with both public and private medical device companies. Prior to joining the Company as CBO in March 2025, Ms. Kaster served as the Vice President of Investor Relations at Shockwave Medical, Inc., a publicly traded medical device company, from July 2020 to June 2024. In this role, she led the company's investor relations program and was instrumental in corporate strategy, financial forecasting, and communications with investors and analysts. From January 2015 to July 2020, Ms. Kaster was a Managing Director at the Gilmartin Group LLC. Earlier in her career, Ms. Kaster ran business development at Kyphon, Inc., a public medical device company, and she held various roles of increasing responsibility as an investment banker in the medical device practice at Piper Jaffray Companies. Ms. Kaster holds a B

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 5, 2025, the Company issued a press release regarding Ms. Kaster's CFO appointment. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01 of this Current Report on Form 8-K is being "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and shall not be incorporated or deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release, dated September 5, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: September 8, 2025 Adagio Medical Holdings, Inc. By: /s/ Todd Usen Name: Todd Usen Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR