Adagene (ADAG) HR executive Form 3 details options, RSUs and shares

Rhea-AI Filing Summary

Adagene Inc. executive director of human resources Zhou Ling filed an initial Form 3 reporting existing equity holdings in the company. The filing shows direct ownership of 2,969 ordinary shares, 9,375 restricted stock units and multiple nonqualified stock options over ordinary shares.

The RSUs were granted under Adagene’s 2021 Performance Incentive Plan, with 3,125 units scheduled to vest on each of 7/23/2026, 7/23/2027 and 7/23/2028. Option positions include fully vested grants over 25,000, 3,125 and 1,250 shares, plus additional time-based options ranging from 20,000 to 35,000 underlying shares with exercise prices between 1.0400 and 5.6000 per share and expirations from 2030 through 2036.

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^*

Zhou Ling

(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)
	ED of Human Resources

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	2,969	D
Restricted Stock Unit	9,375(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
Nonqualified Stock Option (Right to Buy)	(2)	03/26/2030	Ordinary Shares	25,000	$1.48	D
Nonqualified Stock Option (Right to Buy)	(3)	08/15/2030	Ordinary Shares	3,125	$1.83	D
Nonqualified Stock Option (Right to Buy)	(4)	02/07/2032	Ordinary Shares	1,250	$5.6	D
Nonqualified Stock Option (Right to Buy)	(5)	05/03/2033	Ordinary Shares	20,000	$1.04	D
Nonqualified Stock Option (Right to Buy)	(6)	12/27/2033	Ordinary Shares	20,000	$1.33	D
Nonqualified Stock Option (Right to Buy)	(7)	11/17/2034	Ordinary Shares	26,217	$1.73	D
Nonqualified Stock Option (Right to Buy)	(8)	12/24/2034	Ordinary Shares	25,000	$1.55	D
Nonqualified Stock Option (Right to Buy)	(9)	06/05/2035	Ordinary Shares	35,000	$1.408	D
Nonqualified Stock Option (Right to Buy)	(10)	02/05/2036	Ordinary Shares	35,000	$2.032	D

Explanation of Responses:

1. 9,375 of Restricted Stock Units ("RSUs") granted under the Adagene Inc. 2021 Performance Incentive Plan. 3,125 of RSUs shall vest on each of the following dates: 7/23/2026, 7/23/2027, and 7/23/2028.

2. 25,000 of time-based incentive stock option granted under the Adagene Inc. Second Amended and Restated Share Incentive Plan (pre-IPO), and all such option are fully vested and exercisable.

3. 3,125 of performance-based 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.

4. 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.

5. 20,000 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, 10,000 shares subject to this option are vested and exercisable.

6. 20,000 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, 10,000 shares subject to this option are vested and exercisable.

7. 26,217 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, so 13,109 shares subject to this option are vested and exercisable.

8. 25,000 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, 6,250 shares subject to this option are vested and exercisable.

9. 35,000 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.

10. 35,000 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/ Ling Zhou	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) executive Zhou Ling report on this Form 3?

Zhou Ling reports existing ownership of Adagene equity, not a new transaction. Holdings include 2,969 ordinary shares, 9,375 restricted stock units, and several nonqualified stock option grants over ordinary shares with varying exercise prices and expiration dates, all held directly.

How many Adagene (ADAG) RSUs does Zhou Ling hold and when do they vest?

Zhou Ling holds 9,375 restricted stock units under the 2021 Performance Incentive Plan. These RSUs vest in three equal installments of 3,125 units on 7/23/2026, 7/23/2027, and 7/23/2028, subject to the terms of the plan and grant agreement.

What stock options over Adagene (ADAG) shares does Zhou Ling report?

The filing lists multiple nonqualified stock options over Adagene ordinary shares. These include fully vested grants over 25,000, 3,125 and 1,250 shares, plus time-based options from 20,000 to 35,000 shares, with exercise prices between 1.0400 and 5.6000 and expirations from 2030 to 2036.

Are Zhou Ling’s reported Adagene (ADAG) options currently exercisable?

Several option grants are already fully vested and exercisable, including 25,000, 3,125 and 1,250 options described in the footnotes. Other time-based grants vest in stages over four years from their grant dates, with portions currently vested and additional tranches vesting later.

Does this Adagene (ADAG) Form 3 show any insider buying or selling?

The Form 3 records Zhou Ling’s beneficial ownership positions as of the reporting date rather than new trades. Transaction codes are marked as holdings, with no buy or sell codes, so it functions as a baseline disclosure of shares, RSUs and option awards.