Adagene (NASDAQ: ADAG) CMO discloses stock options, RSUs and shares

Rhea-AI Filing Summary

Adagene Inc. executive Zhao Qinghai, the Chief Manufacturing Officer, filed an initial statement of beneficial ownership showing a mix of ordinary shares, stock options, and restricted stock units in the company.

The filing lists several incentive and performance-based stock options over ordinary shares with exercise prices ranging from $1.04 to $5.60 per share and expiration dates between 2030 and 2036. Footnotes explain that some option grants are fully vested and exercisable, while others vest over four years or in two large tranches in 2025 and 2026. Zhao also holds 130,214 ordinary shares directly and 37,500 restricted stock units granted under Adagene’s 2021 Performance Incentive Plan, with 12,500 RSUs scheduled to vest on each of July 23, 2026, July 23, 2027, and July 23, 2028.

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Zhao Qinghai

(Last) (First) (Middle)

4F, BUILDING C14, NO. 218 XINGHU STREET

(Street)

SUZHOU JIANGSU 215123

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Adagene Inc. [ ADAG ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Manufacturing Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	130,214	D
Restricted Stock Unit	37,500(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option (Right to Buy)	(2)	10/26/2030	Ordinary Shares	130,542	$2.26	D
Incentive Stock Option (Right to Buy)	(3)	02/07/2032	Ordinary Shares	1,250	$5.6	D
Incentive Stock Option (Right to Buy)	(4)	05/03/2033	Ordinary Shares	50,000	$1.04	D
Incentive Stock Option (Right to Buy)	(5)	12/27/2033	Ordinary Shares	50,000	$1.33	D
Incentive Stock Option (Right to Buy)	(6)	11/17/2034	Ordinary Shares	134,390	$1.73	D
Incentive Stock Option (Right to Buy)	(7)	12/24/2034	Ordinary Shares	50,000	$1.55	D
Incentive Stock Option (Right to Buy)	(8)	06/05/2035	Ordinary Shares	81,700	$1.408	D
Incentive Stock Option (Right to Buy)	(9)	02/05/2036	Ordinary Shares	80,000	$2.032	D

Explanation of Responses:

1. 37,500 of Restricted Stock Units ("RSUs") granted under the Adagene Inc. 2021 Performance Incentive Plan. 12,500 of RSUs shall vest on each of the following dates: 7/23/2026, 7/23/2027, and 7/23/2028.

2. 130,542 of incentive stock options granted under the Adagene Inc. Second Amended and Restated Share Incentive Plan (pre-IPO), and all such option are fully vested and exercisable.

3. 1,250 of performance-based stock options granted under the Adagene Inc. 2021 Performance Incentive Plan, and all such option are fully vested and exercisable.

4. 50,000 of time-based stock option granted on 5/3/2023 under the Adagene Inc. 2021 Performance Incentive Plan. The options shall become exercisable with respect to 25% of the options on each of the first four anniversaries of the grant date. Accordingly, 25,000 shares subject to this option are vested and exercisable.

5. 50,000 of time-based stock option granted on 12/27/2023 under the Adagene Inc. 2021 Performance Incentive Plan. The options shall become exercisable with respect to 25% of the options on each of the first four anniversaries of the grant date. Accordingly, 25,000 shares subject to this option are vested and exercisable.

6. 134,390 of time-based stock option granted on 11/17/2024 under the Adagene Inc. 2021 Performance Incentive Plan. 50% of the options shall vest on 6/30/2025 and 6/30/2026, respectively, accordingly, 67,195 shares subject to this option are vested and exercisable.

7. 50,000 of time-based stock option granted on 12/24/2024 under the Adagene Inc. 2021 Performance Incentive Plan. The options shall become exercisable with respect to 25% of the options on each of the first four anniversaries of the grant date. Accordingly, 12,500 shares subject to this option are vested and exercisable.

8. 81,700 of time-based stock option granted on 6/5/2025 under the Adagene Inc. 2021 Performance Incentive Plan, and become exercisable with respect to 25% of the stock options on each of the first four anniversaries of the grant.

9. 80,000 of time-based stock option granted on 2/5/2026 under the Adagene Inc. 2021 Performance Incentive Plan, and become exercisable with respect to 25% of the stock options on each of the first four anniversaries of the grant.

	/s/ Qinghai Zhao	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Adagene (ADAG) Zhao Qinghai’s Form 3 filing show?

The Form 3 shows Zhao Qinghai’s initial equity holdings in Adagene, including ordinary shares, stock options, and restricted stock units. It details exercise prices, expiration dates, and vesting schedules for multiple grants under the company’s share incentive and performance plans.

How many Adagene (ADAG) ordinary shares does Zhao Qinghai hold directly?

Zhao Qinghai holds 130,214 Adagene ordinary shares directly according to the Form 3. This position is separate from his stock options and restricted stock units, which provide additional potential future ownership through vesting and option exercises over the coming years.

What stock option awards are disclosed for Adagene (ADAG) CMO Zhao Qinghai?

The filing lists several incentive and performance-based stock options over Adagene ordinary shares, with exercise prices from $1.04 to $5.60 and expirations between 2030 and 2036. Footnotes explain which option grants are fully vested and which vest over multi-year schedules.

How many restricted stock units does Zhao Qinghai have in Adagene (ADAG)?

Zhao Qinghai has 37,500 restricted stock units in Adagene granted under the 2021 Performance Incentive Plan. These RSUs vest in three equal installments of 12,500 units on July 23, 2026, July 23, 2027, and July 23, 2028, subject to continued service conditions.

Are Zhao Qinghai’s Adagene (ADAG) stock options already vested and exercisable?

Some of Zhao Qinghai’s Adagene stock options are fully vested and exercisable, while others vest over time. Footnotes specify that certain pre-IPO and performance-based options are fully exercisable, whereas several time-based grants vest in annual or two-step tranches through 2028 and 2026.

What plans govern the equity awards in Adagene (ADAG) Zhao Qinghai’s Form 3?

Zhao Qinghai’s equity awards come from Adagene’s Second Amended and Restated Share Incentive Plan and the 2021 Performance Incentive Plan. These plans cover his incentive stock options, performance-based options, time-based stock options, and restricted stock units with detailed vesting and exercisability terms.