Adagene officer plans sale of 131K ADS for taxes

Adagene Inc. (ADAG) filed an amended notice under Rule 144 for planned sales of American Depositary Shares (ADSs) related to option vesting under its ESOP.

Rhea-AI Filing Summary

Adagene Inc. (ADAG) filed an amended notice under Rule 144 for planned sales of American Depositary Shares (ADSs) related to option vesting under its ESOP. An officer intends to sell ADSs each representing 1.25 ordinary shares in a sell-to-cover arrangement to satisfy costs including tax withholding arising from option vesting. The plan covers four NASDAQ transactions through Futu Securities International (Hong Kong) Ltd: 40,000 ADSs each on 08/21/2026, 08/24/2026, and 08/25/2026, and 11,000 ADSs on 08/26/2026. The filing also reports a prior sale of 475 ADSs on 07/28/2026 by Chunfang Gu.

Key Figures

Planned ADS sale 08/21/2026: 40,000 ADS; aggregate market value 158,000.00 Planned ADS sale 08/24/2026: 40,000 ADS; aggregate market value 158,000.00 Planned ADS sale 08/25/2026: 40,000 ADS; aggregate market value 158,000.00 +3 more

6 metrics

Planned ADS sale 08/21/2026 40,000 ADS; aggregate market value 158,000.00 ADS each representing 1.25 ordinary shares; NASDAQ sale via Futu Securities International (Hong Kong) Ltd

Planned ADS sale 08/24/2026 40,000 ADS; aggregate market value 158,000.00 ADS each representing 1.25 ordinary shares; NASDAQ sale via Futu Securities International (Hong Kong) Ltd

Planned ADS sale 08/25/2026 40,000 ADS; aggregate market value 158,000.00 ADS each representing 1.25 ordinary shares; NASDAQ sale via Futu Securities International (Hong Kong) Ltd

Planned ADS sale 08/26/2026 11,000 ADS; aggregate market value 43,450.00 ADS each representing 1.25 ordinary shares; NASDAQ sale via Futu Securities International (Hong Kong) Ltd

ADS sold in past 3 months 475 ADS; aggregate proceeds 1,634.19 Sale by Chunfang Gu on 07/28/2026

Date of Notice 08/20/2026 Filing date of the Rule 144/A notice for planned ADS sales

Key Terms

Rule 144, sell-to-cover, ESOP plan, American Depositary Shares

4 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

sell-to-cover financial

"being sold pursuant to a sell-to-cover arrangement to satisfy the cost"

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

ESOP plan financial

"VESTING OF OPTIONS GRANTED PURSUANT TO ISSUER ESOP PLAN"

American Depositary Shares financial

"ADS EACH REPRESENTING 1.25 ORDINARY SHARES, SOLD TO COVER COST"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider sale is being reported for Adagene Inc. (ADAG) in this Form 144/A?

The filing reports an officer’s intent to sell 131,000 ADSs of Adagene Inc. in four NASDAQ transactions between 08/21/2026 and 08/26/2026, as part of a sell-to-cover arrangement tied to option vesting under the issuer’s ESOP plan.

On which dates are Adagene (ADAG) ADS sales planned under this Rule 144 notice?

Planned sales are dated 08/21/2026, 08/24/2026, 08/25/2026, and 08/26/2026, with 40,000 ADSs on each of the first three dates and 11,000 ADSs on the last date.

What is the purpose of the Adagene (ADAG) ADS sales disclosed here?

The ADSs are being sold under a sell-to-cover arrangement to satisfy costs, including tax withholding obligations, arising from the vesting of stock options granted pursuant to Adagene Inc.’s ESOP plan.

What past Adagene (ADAG) insider sale is disclosed in the last three months?

The notice states that Chunfang Gu sold 475 ADSs on 07/28/2026 for aggregate proceeds of 1,634.19 over the prior three months.

Which broker and market are involved in the Adagene (ADAG) ADS sales?

The planned ADS sales will be executed through Futu Securities International (Hong Kong) Ltd on NASDAQ, according to the Rule 144/A notice.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/20/2026 - 06:12 PM Accepted by SEC EDGAR 08/20/2026 - 06:12 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144/A

144/A: Filer Information

Filer CIK	0002108105
Filer CCC	XXXXXXXX
Previous Accession Number Of The Filing	0002108105-26-000001
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144/A: Issuer Information

Name of Issuer	Adagene Inc.
SEC File Number	001-39997
Address of Issuer	4F, BUILDING C14, NO. 218, XINGHU STREET SUZHOU INDUSTRIAL PARK SUZHOU CHINA 215123
Phone	86-512-87773632
Name of Person for Whose Account the Securities are To Be Sold	Adagene Inc.
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144/A: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
ADS EACH REPRESENTING 1.25 ORDINARY SHARES, SOLD TO COVER COST	Futu SecuritiesInternational (HongKong) Ltd 34/F, United Centre 95 Queensway Admiralty K3 000000	40000	158000.00	67143344	08/21/2026	NASDAQ
ADS EACH REPRESENTING 1.25 ORDINARY SHARES, SOLD TO COVER COST	Futu SecuritiesInternational (HongKong) Ltd 34/F, United Centre 95 Queensway Admiralty K3 000000	40000	158000.00	67143344	08/24/2026	NASDAQ
ADS EACH REPRESENTING 1.25 ORDINARY SHARES, SOLD TO COVER COST	Futu SecuritiesInternational (HongKong) Ltd 34/F, United Centre 95 Queensway Admiralty K3 000000	40000	158000.00	67143344	08/25/2026	NASDAQ
ADS EACH REPRESENTING 1.25 ORDINARY SHARES, SOLD TO COVER COST	Futu SecuritiesInternational (HongKong) Ltd 34/F, United Centre 95 Queensway Admiralty K3 000000	11000	43450.00	67143344	08/26/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144/A: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
ADS EACH REPRESENTING 1.25 ORDINARY SHARES, SOLD TO COVER COST	08/21/2026	VESTING OF OPTIONS GRANTED PURSUANT TO ISSUER ESOP PLAN	Adagene Inc.			40000	08/21/2026	VESTING OF OPTIONS
ADS EACH REPRESENTING 1.25 ORDINARY SHARES, SOLD TO COVER COST	08/24/2026	VESTING OF OPTIONS GRANTED PURSUANT TO ISSUER ESOP PLAN	Adagene Inc.			40000	08/24/2026	VESTING OF OPTIONS
ADS EACH REPRESENTING 1.25 ORDINARY SHARES, SOLD TO COVER COST	08/25/2026	VESTING OF OPTIONS GRANTED PURSUANT TO ISSUER ESOP PLAN	Adagene Inc.			40000	08/25/2026	VESTING OF OPTIONS
ADS EACH REPRESENTING 1.25 ORDINARY SHARES, SOLD TO OVER COST	08/26/2026	VESTING OF OPTIONS GRANTED PURSUANT TO ISSUER ESOP PLAN	Adagene Inc.			11000	08/26/2026	VESTING OF OPTIONS

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144/A: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
CHUNFANG GU 4F, Building C14, No. 218 Xinghu Street, Suzhou Industrial Park Suzhou, Jiangsu Province F4 215123	ADS	07/28/2026	475	1634.19

144/A: Remarks and Signature

Remarks	The securities set forth herein are being sold pursuant to a sell-to-cover arrangement to satisfy the cost including tax withholding obligations arising in connection with the vesting of the options.
Date of Notice	08/20/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ CHUNFANG GU
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)