adc-20260331

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended March 31, 2026
OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

Commission File Number: 001-39071

ADC Therapeutics SA
(Exact name of registrant as specified in its charter)


Switzerland			Not Applicable
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

Biopôle Route de la Corniche 3B 1066 Epalinges Switzerland (Address of principal executive offices) (Zip code)			+41 21 653 02 00 (Registrant’s telephone number)

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Shares, par value CHF 0.08 per share

ADCT

The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of common shares outstanding was 127,191,158 as of April 27, 2026.

Table of Contents


PART I: FINANCIAL INFORMATION			1
Condensed Consolidated Balance Sheets (Unaudited) - March 31, 2026 and December 31, 2025			1
Condensed Consolidated Statements of Operations (Unaudited) - Three months ended March 31, 2026 and 2025			2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - Three months ended March 31, 2026 and 2025			3
Condensed Consolidated Statements of Changes in Shareholders’ (Deficit) Equity (Unaudited) - Three months ended March 31, 2026 and 2025			4
Condensed Consolidated Statements of Cash Flows (Unaudited) - Three months ended March 31, 2026 and 2025			5
Notes to the Condensed Consolidated Financial Statements (Unaudited)			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3. Quantitative and Qualitative Disclosures About Market Risk			24
Item 4. Controls and Procedures			24
PART II: OTHER INFORMATION			25
Item 1. Legal Proceedings			25
Item 1A. Risk Factors			25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			25
Item 3. Defaults Upon Senior Securities			25
Item 4. Mine Safety Disclosures			25
Item 5. Other Information			25
Item 6. Exhibits			25
Signatures			27

Unless otherwise indicated or the context otherwise requires, all references in this Quarterly Report to “ADC Therapeutics,” “ADCT,” the “Company,” “we,” “our,” “ours,” “us” or similar terms refer to ADC Therapeutics SA and its consolidated subsidiaries.

Table of Contents

FORWARD-LOOKING STATEMENTS

This Quarterly Report contains statements that constitute forward-looking statements. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future catalysts, results of operations and financial position, business and commercial strategy, market opportunities, products and product candidates, research pipeline, ongoing and planned preclinical studies and clinical trials, regulatory submissions and approvals, research and development costs, projected revenues and expenses and the timing of revenues and expenses, timing and likelihood of success, as well as plans and objectives of management for future operations are forward-looking statements. Many of the forward-looking statements contained in this Quarterly Report can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate,” “will” and “potential,” among others.

Forward-looking statements are based on our management’s beliefs and assumptions and on information available to our management at the time such statements are made. Such statements are subject to known and unknown risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to:

•the substantial net losses that we have incurred since our inception, our expectation to continue to incur losses for the foreseeable future and our need to raise additional capital to fund our operations and execute our business plan, which will depend on financial, economic and market conditions, the number of authorized shares, and other factors, over which we may have no or limited control;

•our indebtedness under the loan agreement and guaranty (the “Loan Agreement”) with certain affiliates and/or funds managed by each of Oaktree Capital Management, L.P. and Owl Rock Capital Advisors LLC, as lenders, and Blue Owl Opportunistic Master Fund I, L.P., as administrative agent, and the associated restrictive covenants thereunder;

•the purchase and sale agreement (the “Amended HCR Agreement”) with certain entities managed by HealthCare Royalty Management, LLC (“HCR”) and its negative effect on the amount of cash that we are able to generate from sales of, and licensing agreements involving, ZYNLONTA and on our attractiveness as an acquisition target;

•the uncertainties of international trade policies, including tariffs, sanctions, trade barriers and most favored nation drug pricing;

•our ability to complete clinical trials on expected timelines, if at all;

•the timing, outcome and results of ongoing or planned clinical trials and the sufficiency of such results;

•undesirable side effects or adverse events of our products and product candidates;

•our and our partners’ ability to obtain and maintain regulatory approval for our product and product candidates;

•our and our partners’ ability to successfully commercialize our products;

•the availability and scope of coverage and reimbursement for our products;

•the complexity and difficulty of manufacturing our products and product candidates;

•the substantial competition in our industry, including new technologies and therapies;

•our ability to continue to fund, or enter into collaborative or partnership arrangements for our research programs, and the timing, results and future clinical outcomes of such research programs;

•our reliance on third parties for preclinical studies and clinical trials and for the manufacture, production, storage and distribution of our products and product candidates and certain commercialization activities for our products;

•our ability to obtain, maintain and protect our intellectual property rights and our ability to operate our business without infringing on the intellectual property rights of others;

•our estimates regarding future revenue, expenses, liquidity, capital resources and needs for additional financing;

•the size and growth potential of the markets for our products and product candidates;

•potential product liability lawsuits and product recalls for our products;

•and those identified in the “Item 1A. Risk Factors” of our Annual Report on Form 10-K, and in our other reports filed with the U.S. Securities and Exchange Commission (the “SEC”), from time to time thereafter.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements, whether as a result of any new information, future events, changed circumstances or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe

Table of Contents

such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share amounts)


	March 31, 2026		December 31, 2025
ASSETS
Current assets
Cash and cash equivalents	$	231,008	$	261,338
Accounts receivable, net	31,045		29,117
Inventory	4,776		4,184
Prepaid expenses	5,674		5,612
Other current assets	4,265		6,084
Total current assets	276,768		306,335
Inventory, long-term	12,282		14,301

Operating lease right-of-use assets	1,200		1,297

Other long-term assets	1,246		1,217
Total assets	$	291,496	$	323,150
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Current liabilities
Accounts payable	$	5,295	$	9,175
Accrued expenses and other current liabilities	57,698		57,988

Senior secured term loans, current portion	4,635		3,000
Total current liabilities	67,628		70,163
Deferred royalty obligation, long-term	304,687		322,525
Senior secured term loans, long-term	111,042		112,452
Warrant obligations	18,527		—
Operating lease liabilities, long-term	991		1,034
Other long-term liabilities	4,998		2,810
Total liabilities	507,873		508,984
Commitments and contingencies (See Note 9)
Shareholders’ (deficit) equity
Common shares, at CHF 0.08 par value	11,227		11,080
Issued shares: 129,726,364 at March 31, 2026 and 128,310,010 at December 31, 2025; outstanding shares: 127,165,116 at March 31, 2026 and 125,748,762 at December 31, 2025
Additional paid-in capital	1,442,312		1,439,749
Treasury shares	(205)		(205)
At March 31, 2026: 2,561,248 and December 31, 2025: 2,561,248
Accumulated other comprehensive loss	(802)		(517)
Accumulated deficit	(1,668,909)		(1,635,941)
Total shareholders’ (deficit) equity	(216,377)		(185,834)
Total liabilities and shareholders’ (deficit) equity	$	291,496	$	323,150

The accompanying notes are an integral part of these condensed consolidated financial statements.


Table of Contents
ADC Therapeutics SA

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except share and per share amounts)


	Three Months Ended March 31,
	2026		2025
Revenue
Product revenues, net	$	20,033	$	17,404
License revenues and royalties	818		5,629
Total revenue, net	20,851		23,033
Operating expense
Cost of product sales	(3,615)		(2,061)
Research and development	(19,877)		(28,928)
Selling and marketing	(12,708)		(10,553)
General and administrative	(9,896)		(9,955)

Total operating expense	(46,096)		(51,497)
Loss from operations	(25,245)		(28,464)
Other income (expense)
Interest income	1,994		2,054
Interest expense	(12,349)		(12,230)
Other, net	2,632		203

Total other expense, net	(7,723)		(9,973)
Loss before income taxes	(32,968)		(38,437)
Income tax expense	—		(165)
Net loss	$	(32,968)	$	(38,602)
Net loss per share
Net loss per share, basic and diluted	$	(0.21)	$	(0.36)
Weighted average shares outstanding, basic and diluted	154,142,347		107,202,374

The accompanying notes are an integral part of these condensed consolidated financial statements.


Table of Contents
ADC Therapeutics SA

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

(in thousands)


	Three Months Ended March 31,
	2026		2025
Net loss	$	(32,968)	$	(38,602)

Other comprehensive (loss) income:
Remeasurement of defined benefit pension liability	(44)		(42)
Foreign currency translation adjustment	(241)		371


Other comprehensive (loss) income	(285)		329

Total comprehensive loss	$	(33,253)	$	(38,273)

The accompanying notes are an integral part of these condensed consolidated financial statements.


Table of Contents
ADC Therapeutics SA

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

(Unaudited)

Three Months Ended March 31, 2026



(in thousands, except share amounts)	Number of shares	Common shares, par value		Additional paid-in capital		Number of shares (held or received)/delivered	Treasury shares		Accumulated other comprehensive (loss) income		Accumulated deficit		Total
Balance as of December 31, 2025	128,310,010	$	11,080	$	1,439,749	(2,561,248)	$	(205)	$	(517)	$	(1,635,941)	$	(185,834)
Loss for the period	—	—		—		—	—		—		(32,968)		(32,968)
Other comprehensive loss	—	—		—		—	—		(285)		—		(285)
Vestings of RSUs	1,292,380	134		(134)		—	—		—		—		—
Exercise of stock options	123,974	13		192		—	—		—		—		205



Share-based compensation expense	—	—		2,505		—	—		—		—		2,505
Balance as of March 31, 2026	129,726,364	$	11,227	$	1,442,312	(2,561,248)	(205)		$	(802)	$	(1,668,909)	$	(216,377)

Three Months Ended March 31, 2025



(in thousands, except share amounts)	Number of shares	Common shares, par value		Additional paid-in capital		Number of shares (held or received)/delivered	Treasury shares		Accumulated other comprehensive (loss) income		Accumulated deficit		Total
Balance as of December 31, 2024	101,606,376	$	8,425	$	1,283,892	(2,744,974)	$	(220)	$	(1,421)	$	(1,493,318)	$	(202,642)
Loss for the period	—	—		—		—	—		—		(38,602)		(38,602)
Other comprehensive income	—	—		—		—	—		329		—		329
Vestings of RSUs	153,308	14		(14)		—	—		—		—		—

Issuance of shares, 2022 Employee Stock Purchase Plan	—	—		258		163,576	13		—		—		271


Share-based compensation expense	—	—		2,421		—	—		—		—		2,421
Balance as of March 31, 2025	101,759,684	$	8,439	$	1,286,557	(2,581,398)	$	(207)	$	(1,092)	$	(1,531,920)	$	(238,223)

The accompanying notes are an integral part of these condensed consolidated financial statements.


Table of Contents
ADC Therapeutics SA

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities
Net loss	$	(32,968)	$	(38,602)
Adjustments to reconcile net loss to net cash used in operations:

Share-based compensation expense	2,442		2,421
Accretion expense of deferred royalty obligation	6,839		7,069


Write-downs of inventory	1,473		1,246


Amortization of operating lease right-of-use assets	114		459


Warrant obligations, decrease in fair value	(2,227)		—
Amortization of debt discount, senior secured term loan	225		191
Other	(603)		397
Changes in operating assets and liabilities:
Accounts receivable, net	(1,928)		(11,445)
Inventory	16		(306)
Prepaid expenses and other current assets	2,007		3,856

Accounts payable	(3,874)		(2,461)
Accrued expenses and other current liabilities	(3,183)		(20,631)

Operating lease liabilities	(247)		(489)
Other long-term liabilities	2,204		1,961
Net cash used in operating activities	(29,710)		(56,334)
Cash flows from investing activities
Payment for purchases of property and equipment	(32)		(264)
Net cash used in investing activities	(32)		(264)
Cash flows from financing activities
Proceeds from the sale of common shares, net of transaction costs	(20)		—


Proceeds from share issuance under stock purchase plan	—		271
Proceeds from the exercise of stock options	205		—
Taxes paid related to net settled equity awards	(768)		—
Net cash (used in)/ provided by financing activities	(583)		271
Net decrease in cash and cash equivalents	(30,325)		(56,327)
Exchange (losses)/gains on cash and cash equivalents	(5)		161
Cash and cash equivalents at beginning of period	261,338		250,867
Cash and cash equivalents at end of period	$	231,008	$	194,701
Supplemental cash flow information:
Interest paid	$	3,397	$	3,594
Interest received	1,994		2,054
Payments made under royalty financing transaction	1,888		1,376
Supplemental non-cash investing and financing activities:
Capitalized share-based compensation	64		—
Transaction costs recorded in accounts payable and other current liabilities and other long-term liabilities	817		—

The accompanying notes are an integral part of these condensed consolidated financial statements.


Table of Contents
ADC Therapeutics SA
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except per share amounts)

1.Description of Business and Organization

ADC Therapeutics is a commercial-stage global pioneer in the field of antibody drug conjugates (“ADCs”), transforming treatment for patients through our focused portfolio with ZYNLONTA ® (loncastuximab tesirine-lpyl), a CD19-directed ADC.

The Company generates sales from its flagship product, ZYNLONTA which received accelerated approval from the U.S. Food and Drug Administration (“FDA”), conditional approval from the European Commission, the China National Medical Products Administration (“NMPA”) and Health Canada, as well as approvals in other key global markets for the treatment of relapsed or refractory diffuse large B-cell lymphoma (“DLBCL”) after two or more lines of systemic therapy. Additionally, the Company is pursuing expansion into earlier lines of therapies and indolent lymphomas through Company sponsored trials and investigator initiated studies.

The Company was incorporated on June 6, 2011 under the laws of Switzerland, with its registered office located at Route de la Corniche 3B, 1066 Epalinges, Switzerland. The Company has two wholly-owned subsidiaries: ADC Therapeutics America, Inc. (“ADCT America”), which was incorporated in Delaware, USA on December 10, 2014 and ADC Therapeutics (UK) Ltd (“ADCT UK”), incorporated in England on December 12, 2014. The Company and its two subsidiaries form the ADCT Group (the “Group”).

All references to “ADC Therapeutics,” “ADCT,” “the Company," “we,” “us,” and “our” refer to ADC Therapeutics SA and its consolidated subsidiaries unless otherwise indicated.

2.Summary of Significant Accounting Policies

Basis of preparation and principles of consolidation

These accompanying unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly-owned subsidiaries, have been prepared following the requirements of the U.S. Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes and other financial information that are normally required by U.S. generally accepted accounting principles, or U.S. GAAP, can be condensed or omitted. All intercompany transactions and balances have been eliminated in consolidation. The information included in this Quarterly Report on Form 10‑Q should be read in conjunction with our annual audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025.

In the opinion of management, these condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair statement of our financial position and operating results. The results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026, for any other interim period or for any future period.

The Company’s significant accounting policies have not changed substantially from those previously described in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates.

Restructuring Charges

On June 11, 2025, the Board of Directors approved the 2025 Restructuring to focus resources on ZYNLONTA® (loncastuximab tesirine-lpyl) expansion opportunities and the advancement of its PSMA-targeting ADC. The Company has discontinued early development efforts for the remaining preclinical programs in solid tumors. In


Table of Contents

connection with the 2025 Restructuring, the Company closed down its UK research and development facility, and has reduced its global workforce across functions by approximately 30%. As a result, the Company recorded $6.0 million of severance and benefit expense to Restructuring, impairment and other related costs in the Company’s consolidated statements of operations during the year ended December 31, 2025, of which $5.4 million was paid as of March 31, 2026. The remaining $0.6 million not paid as of March 31, 2026 was accrued in accrued expenses and other current liabilities in the Company’s consolidated balance sheet and the Company expects to pay the remainder of the restructuring costs by the second quarter of 2026. All legal fees, contract termination and other related costs connected to the 2025 Restructuring have been paid as of March 31, 2026. See Note 17 on the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025 for additional information on the 2025 Restructuring.

Loan Modifications and Extinguishments

On February 18, 2026, the Company entered into an amendment to its royalty purchase agreement with HCR. Prior to the amendment, the agreement was accounted for as a debt obligation. The Company evaluates amendments, restructurings, or other changes to its loan agreements in accordance with ASC 470-50, Debt — Modifications and Extinguishments. Under this guidance, we determine whether the revised terms represent a modification of the existing debt or an extinguishment of the old debt and issuance of new debt. If the changes are not deemed substantial, the transaction is accounted for as a modification and any associated fees or costs with the lender are amortized over the remaining term of the modified debt. If the changes are deemed to be substantial, the original debt is considered extinguished, and the new debt is recorded at fair value and any resulting difference between the carrying amount of the old debt and the fair value of the new debt is recognized in earnings as a gain or loss on extinguishment. When the Company repays an existing debt obligation using the proceeds from a contemporaneous issuance of new debt to a different lender, we account for the transaction as a debt extinguishment. See Note 7 for additional information regarding the HCR amendment and related accounting treatment.

Cost of product sales

Cost of product sales includes costs directly and indirectly relating to the manufacture of ZYNLONTA commercial drug substance and drug product, including the third-party manufacture costs of our contract manufacturing organizations (“CMOs”), as well as internal personnel costs, including share-based compensation, associated with the production of ZYNLONTA. Cost of product sales also includes royalties payable to a collaboration partner based on net product sales of ZYNLONTA, idle capacity costs, and inventory write-downs for changes in reserves for excess inventory or write-offs of inventory that fail to meet specification. We expect that cost of product sales will continue to increase over time as we sell through pre-approval inventory that was previously expensed prior to commercialization under U.S. GAAP. Factors such as inflation, tariffs and other external factors may also increase our cost of product sales.

Recent Accounting Pronouncements

New accounting pronouncements which have been adopted

We adopted FASB ASU-2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets to simplify the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, effective for fiscal years beginning in January 2026, including interim periods within those fiscal years. The ASU provides a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets. We adopted the practical expedient on a prospective basis for the quarterly and annual reports for the fiscal year beginning on January 1, 2026. Adoption of this standard did not have a material impact on our financial statements or disclosures.

Issued but not yet adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses Disclosure. The ASU requires disaggregation, in the notes to the financial statements, of certain cost and expense captions presented on the face of the Company’s interim and annual financial statements. ASU 2023-09 is effective for fiscal years beginning in January 2027 and interim periods beginning January 2028, with early adoption permitted. Adoption may be applied prospectively or retrospectively. The Company does not anticipate that the adoption of this standard will have a material impact on our financial statements but may result in enhanced or expanded disclosures.


Table of Contents

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The ASU clarifies interim disclosure requirements, the applicability of ASC 270 and the form and content of interim financial statements in accordance with U.S. GAAP. The objective of the amendments is to provide further clarity about the current interim disclosure requirements. The ASU is effective for interim reporting periods within fiscal years beginning in January 2028. Adoption of this ASU may be applied prospectively or retrospectively. The Company is currently evaluating the impact of the ASU, but does not anticipate the adoption of this standard to have a material impact on our financial statements.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements. The ASU addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this ASU are not intended to result in significant changes for most entities. The ASU is effective for interim reporting periods within annual reporting periods beginning in January 2027, with early adoption permitted. The adoption method of this ASU may vary, on an issue-by-issue basis. The Company is currently evaluating the impact of the ASU, but does not anticipate the adoption of this standard to have a material impact on our financial statements.

3.Fair value measurements

The carrying amount of cash and cash equivalents, accounts receivable, net and accounts payable is a reasonable approximation of fair value due to the short-term nature of these assets and liabilities. Financial liabilities that are not measured at fair value on a recurring basis include our senior secured term loan and deferred royalty financing obligation. The carrying value of our senior secured term loan approximates fair value as these borrowings are based on variable market rates. The carrying value of our deferred royalty obligation approximates fair value as the loan is recorded using the amortized cost method and considers our current estimates of future royalties expected to be paid over the estimated life of the royalty purchase agreement which are level 3 inputs, adjusted for accretion and royalty payments made by the Company during the three months ended March 31, 2026. The carrying value of the liability is updated periodically for material changes to the expected payments to HCR based on its underlying revenue projections.

On February 18, 2026 the Company issued warrants to HCR to purchase 9,834,776 common shares. The HCR warrants are measured at fair value on a recurring basis and are classified as Level 2. As of March 31, 2026 the value of the HCR warrants were $18.5 million. Fair values are estimated at the end of each reporting period with regard to the HCR warrants. The approach to the valuation follows the fair value principle, and the key input factors are described for the HCR warrants in Note 7, “Deferred royalty obligation and warrants.” A Black-Scholes model was used to calculate the fair values.

There were no transfers between the respective levels during the period.

4.Inventory

As of March 31, 2026 and December 31, 2025 inventory consisted of the following:


(in thousands)	March 31, 2026		December 31, 2025

Work in progress	$	16,777	$	18,390
Finished goods	281		95
Total inventory, net	$	17,058	$	18,485
Less long-term portion (1)	12,282		14,301
Total inventory, current	$	4,776	$	4,184

(1) Inventory expected to be sold beyond the Company’s 12-month operating cycle is classified as non-current inventory and recorded in inventory, long-term.

Inventory write-downs of $1,473 and $1,246 were recognized for the three months ended March 31, 2026 and 2025, respectively, and charged to cost of product sales in the Company’s unaudited condensed consolidated statements of operations.


Table of Contents

5.Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following:


(in thousands)	March 31, 2026		December 31, 2025
Accrued R&D costs	$	23,924	$	18,904
Accrued payroll and benefits	4,637		13,257
Accrued restructuring costs	578		2,159
Deferred royalty obligation, short-term	14,905		11,054
Gross-to-net sales adjustments, short-term	8,926		9,020

Other	4,728		3,594
	$	57,698	$	57,988

6.Senior secured term loan facility and warrants

On August 15, 2022, the Company, ADCT UK and ADCT America entered into the Loan Agreement with certain affiliates and/or funds managed by each of Oaktree Capital Management, L.P. and Owl Rock Capital Advisors LLC, as lenders, and Owl Rock Opportunistic Master Fund I, L.P., as administrative agent and collateral agent, pursuant to which the Company may borrow up to $175.0 million principal amount of secured term loans, including (i) a First Tranche and (ii) Future Tranches. On August 15, 2022, the Company drew down $120.0 million principal amount of term loans under the Loan Agreement.

On August 15, 2022, the Company also issued to the lenders under the Loan Agreement warrants to purchase an aggregate of 527,295 common shares, which warrants have an exercise price of $8.30 per share. Each warrant is exercisable, on a cash or a cashless basis, at the option of the holder at any time on or prior to August 15, 2032. The warrants are freestanding financial instruments that are indexed to the Company’s common stock and meet all other conditions for equity classification under ASC 480 and ASC 815. Accordingly, these warrants are recognized in equity and accounted for as a component of additional paid-in capital at the time of issuance.

On August 15, 2022, the Company also entered into the Share Purchase Agreement with the lenders under the Loan Agreement to purchase 733,568 common shares of the Company.

For the three months ended March 31, 2026 and 2025, the Company recorded interest expense on the senior secured term loan in the amount of $3,622 and $3,785, respectively, which was recorded in interest expense in the unaudited condensed consolidated statements of operations. The effective interest rate (“EIR”) at March 31, 2026 was 15.87%.

The following table provides a summary of the interest expense for the Company’s senior secured term loan for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026		2025
Contractual interest expense	$	3,397	$	3,594
Amortization of debt discount	225		191
Total	$	3,622	$	3,785

The amount at which the senior secured term loan is presented as a liability in the unaudited condensed consolidated balance sheets represents the net present value of all future cash outflows associated with the loan discounted at the EIR. The carrying value of the senior secured term loan is $115.7 million and $115.5 million as of March 31, 2026 and December 31, 2025, respectively. Principal payments on the senior secured term loan begin in 2026, with $4.6 million and $3.0 million due within 12 months classified as a current liability within the "Senior secured term loans, current portion” line item on the unaudited consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively.


Table of Contents

Contractual payments due under our senior secured term loans, including exit fees are as follows (in thousands):


2026 (commencing third quarter)	3,090
2027	9,330
2028	12,480
2029	99,840
Total	$	124,740

7.Deferred royalty obligation and warrants

On August 25, 2021, the Company entered into a royalty purchase agreement with certain entities managed by HCR for up to $325.0 million. Under the terms of the agreement, the Company received gross proceeds of $225.0 million upon closing (the “First Investment Amount”) and received an additional $75.0 million during the year ended December 31, 2023 upon the first commercial sale of ZYNLONTA in the United Kingdom or any European Union country (the “Second Investment Amount”) and together with the First Investment Amount, the “Investment Amount”).

On February 18, 2026, the Company entered into an amendment (the “HCR Amendment”) to the Purchase and Sale Agreement, dated August 25, 2021 (the “Original HCR Agreement” and, as amended by the HCR Amendment, the “Amended HCR Agreement”). Under the Original Agreement, upon the occurrence of a change of control event, the Company is obligated to pay HCR $750 million (or $675 million if HCR receives royalty payments exceeding a mid-nine-digit amount on or prior to March 31, 2029), less the amount of royalties previously paid to HCR. Under the Amended HCR Agreement, upon the occurrence of a change of control event, the Company is obligated to pay HCR $150 million (if the change of control event occurs on or before December 31, 2027) or $200 million (if the change of control event occurs on or after January 1, 2028), which amount is not reduced by the amount of royalties previously paid to HCR. In addition, following such change of control event, the royalty obligations under the Amended HCR Agreement will continue until the Royalty Cap (as defined in the Original HCR Agreement), unless the Company (or its successor in interest) buys out the remaining royalty obligations by paying HCR $525 million (if the buyout occurs on or prior to December 31, 2029) or $750 million (if the buyout occurs on or after January 1, 2030), less the amount of royalties previously paid to HCR and the change of control payment described above.

In connection with the HCR Amendment, the Company issued to HCR warrants (the “HCR Warrants”) to purchase 9,834,776 common shares. The HCR Warrants are exercisable at any time after their original issuance until December 31, 2030. The exercise price per common share purchasable upon the exercise of the HCR Warrants is $3.81 per share, subject to customary adjustments. The HCR Warrants have certain limitations on exercise, including (i) any exercise must be for at least 50,000 common shares (or, if less, the remaining common shares available for purchase under the HCR Warrants) and (ii) cashless exercise is not available in certain circumstances as specified in the HCR Warrants. The HCR Warrants contain customary anti-dilution adjustments and will entitle holders to receive any dividends or other distributions paid on the underlying common shares prior to their expiration on an as-exercised basis. The HCR Warrants and any common shares issuable upon exercise of the warrants are not transferable on or prior to December 31, 2027, except, with respect to common shares issued upon exercise of the warrants, in connection with the consummation of certain fundamental transactions.

Accounting for the HCR Amendment

The Company assessed the HCR amendment for a debt extinguishment or modification in accordance with ASC-470-50. The fair value of the warrants issued was determined to be $20.8 million at the time of issuance. The HCR amendment was accounted for as a debt modification as the present value of future cashflows of the modified agreement compared to that of the original agreement resulted in a less than 10% change. As a result, the Company did not incur any gain or loss relating to the modification. The fair value of the warrants is presented as a direct reduction to the carrying value of the debt. The Company will continue to account for the value of the debt at amortized cost.


Table of Contents

The Company determined the fair value of the warrants at issuance on February 18, 2026 by using the Black-Scholes model with the following key assumptions:


	As of
	February 18, 2026
Exercise price in $	3.81
Share price in $	4.13
Risk-free interest rate	3.7	%
Expected volatility	98.1	%
Expected term (years)	4.87
Dividend yield	—
Discount for lack of marketability	32.3	%
Black-Scholes value in $	2.11

The table below provides a rollforward of the Company’s debt obligation relating to the royalty purchase agreement.


(in thousands)
Balance as of December 31, 2024	$	326,659
Less: royalty payments	(6,214)
Plus: interest expense	35,346
Less: cumulative catch-up adjustment, Other, net	(22,212)
Balance as of December 31, 2025	333,579
Less: Fair value of HCR warrants at time of issuance	(20,753)
Less: royalty payments	(1,888)
Plus: interest expense	8,727
Less: cumulative catch-up adjustment, Other, net	(72)
Balance as of March 31, 2026	$	319,593

Accounting for the HCR Warrants

The HCR warrants are recognized as a warrant obligation and presented in the unaudited condensed consolidated balance sheet as a liability given the existence of a net settlement feature under which the holder may settle in cash equal to the par value, with the amount payable indexed to the CHF/USD exchange rate, and receive the underlying shares on a net basis. The warrant obligation was recorded at its initial fair value of $20.8 million at the time of issuance as described further above. Subsequent to issuance, the warrant obligation is remeasured to fair value at the end of each reporting period. Changes in the fair value (gains or losses) of the warrant obligation at the end of each period is recorded in the unaudited condensed consolidated statement of operations.

During the three months ended March 31, 2026, the Company recognized income of $2.2 million, respectively, as a result of changes in the fair value of the warrant obligation. This amount was recorded to Other, net in the unaudited condensed consolidated statement of operations. The fair value of the warrant obligation as of March 31, 2026 was $18.5 million. See Note 12, "Other income (expense)" for further information.


Table of Contents

The Company calculated the fair value of the HCR warrant obligation as of March 31, 2026, using the Black-Scholes model. Key inputs for the valuation of the warrant obligation were as follows:


	As of
	March 31, 2026
Exercise price in $	3.81
Share price in $	3.75
Risk-free interest rate	3.9	%
Expected volatility	91.4	%
Expected term (years)	4.75
Dividend yield	—
Discount for lack of marketability	29.0	%
Black-Scholes value in $	1.88

8.Pension and post-retirement benefit obligations

The Swiss employee pension plan is a defined benefit scheme that fully reinsures disability, death, and longevity risks while guaranteeing 100% of capital and interest through vested capital investment. The assets are invested by the pension plan of the collective foundation, to which many companies contribute, in a diversified portfolio that respects the requirements of the Swiss BVG.

Although, as is the case with many Swiss pension plans, the amount of ultimate pension benefit is not defined, certain legal obligations of the plan create constructive obligations on the employer to pay further contributions to fund an eventual deficit; this results in the plan nevertheless being accounted for as a defined benefit plan.

The net periodic benefit cost for the three months ended March 31, 2026 and 2025 is as follows:


	Three Months Ended March 31,
(in thousands)	2026		2025
Net periodic benefit cost:
Service cost	$	143	$	188
Interest cost	29		25
Expected return on plan assets	(37)		(65)
Amortization of prior service cost	(44)		(42)
Amortization of actuarial losses	—		5


Net periodic benefit cost	$	91	$	111

The components of net periodic benefit cost are included in operating expense on the unaudited condensed consolidated statements of operations.

9.Commitments and contingencies

Manufacturing Commitments

Some of our inventory components require long lead times to manufacture. Therefore, we make long-term investments in our supply chain in order to ensure we have enough drug product to meet current and future revenue forecasts. Third party manufacturing agreements include non-cancelable obligations related to the supply of ZYNLONTA. There have been no material changes related to our non-cancelable obligations under these arrangements as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Contingent liabilities

From time to time, we may be involved in various legal matters generally incidental to our business. Although the results of litigation and claims cannot be predicted with certainty, after discussion with legal counsel, we are not aware


Table of Contents

of any matters for which the likelihood of a loss is probable and reasonably estimable and which could have a material impact on our consolidated financial condition, liquidity, or results of operations.

10.Revenue

The table below provides a disaggregation of revenues by type and customer location for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
(in thousands)	2026		2025
Types of goods and services
Product revenues, net	$	20,033	$	17,404
License revenues	—		5,000

Royalties	818		629
Total revenue	$	20,851	$	23,033

Customer Location
U.S.	$	20,033	$	17,404
EMEA(1)	818		5,629

Total revenue	$	20,851	$	23,033

(1) Europe, the Middle East and Africa

Product revenues, net

The table below provides a rollforward of the Company’s accruals related to the gross-to-net (“GTN”) sales adjustments for the three months ended March 31, 2026:


(in thousands)	Discarded Drug Rebate		Other Adjustments		Total
Balance as of December 31, 2025	$	7,964	$	2,714	$	10,678
GTN accruals for current period	2,211		4,982		7,193
Prior period adjustments	—		(421)		(421)
Credits, payments and reclassifications	—		(4,901)		(4,901)
Balance as of March 31, 2026	$	10,175	$	2,374	$	12,549

The table below provides a rollforward of the Company’s accruals related to the gross-to-net (“GTN”) sales adjustments for the three months ended March 31, 2025:


(in thousands)	Discarded Drug Rebate		Other Adjustments		Total
Balance as of December 31, 2024	$	15,103	$	2,386	$	17,489
GTN accruals for current period	1,949		4,106		6,055
Prior period adjustments	(200)		(332)		(532)
Credits, payments and reclassifications	(7,180)		(3,793)		(10,973)
Balance as of March 31, 2025	$	9,672	$	2,367	$	12,039


Table of Contents

The table below provides the classification of the accruals related to the GTN sales adjustment included in the Company’s unaudited condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025.


(in thousands)	March 31, 2026		December 31, 2025
Accounts receivable, net	$	1,411	$	1,658
Other current and non-current liabilities	11,138		9,020
	$	12,549	$	10,678

Customers from which we derive more than 10% of our total product revenues for the three months ended March 31, 2026 and 2025 are as follows:

Three Months Ended
March 31,

2026

SEC Form 10-Q filed by ADC Therapeutics SA