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Adagene Inc. (ADAG) CEO Peter Luo reports options, RSUs and shares in Form 3

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Adagene Inc. Chief Executive Officer Peter Luo filed an initial statement of beneficial ownership, detailing his existing equity positions in the company. The filing lists direct holdings of ordinary shares, multiple incentive stock options to acquire ordinary shares at exercise prices ranging from $1.04 to $13.85 with expirations between 2031 and 2036, and restricted stock units granted under Adagene’s equity plans. It also discloses additional options, RSUs, and ordinary shares held indirectly through his spouse. The document reports holdings only and does not show any purchases or sales.

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SEC Form 3
FORM 3UNITED 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
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Luo Peter

(Last)(First)(Middle)
4F, BUILDING C14, NO. 218 XINGHU STREET

(Street)
SUZHOU JIANGSU215123

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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 Shares93,264D
Ordinary Shares31,021IBy Spouse
Restricted Stock Unit168,750(1)D
Restricted Stock Unit75,000(2)IBy Spouse
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 ExercisableExpiration DateTitleAmount or Number of Shares
Incentive Stock Option (Right to Buy) (3)01/16/2031Ordinary Shares287,415$13.85D
Incentive Stock Option (Right to Buy) (4)02/07/2032Ordinary Shares50,000$5.6D
Incentive Stock Option (Right to Buy) (5)05/03/2033Ordinary Shares500,000$1.04D
Incentive Stock Option (Right to Buy) (6)12/27/2033Ordinary Shares500,000$1.33D
Incentive Stock Option (Right to Buy) (7)11/17/2034Ordinary Shares822,819$1.73D
Incentive Stock Option (Right to Buy) (8)12/24/2034Ordinary Shares450,000$1.55D
Incentive Stock Option (Right to Buy) (9)06/05/2035Ordinary Shares735,000$1.408D
Incentive Stock Option (Right to Buy) (10)02/05/2036Ordinary Shares800,000$2.032D
Incentive Stock Option (Right to Buy) (11)01/16/2031Ordinary Shares45,980$13.85IBy Spouse
Incentive Stock Option (Right to Buy) (12)02/07/2032Ordinary Shares2,250$5.6IBy Spouse
Incentive Stock Option (Right to Buy) (13)05/09/2033Ordinary Shares100,000$1.05IBy Spouse
Incentive Stock Option (Right to Buy) (14)12/18/2033Ordinary Shares100,000$1.17IBy Spouse
Incentive Stock Option (Right to Buy) (15)11/17/2034Ordinary Shares152,322$1.73IBy Spouse
Incentive Stock Option (Right to Buy) (16)12/24/2034Ordinary Shares80,000$1.55IBy Spouse
Incentive Stock Option (Right to Buy) (17)06/05/2035Ordinary Shares130,700$1.408IBy Spouse
Incentive Stock Option (Right to Buy) (18)02/05/2036Ordinary Shares150,000$2.032IBy Spouse
Explanation of Responses:
1. 168,750 of Restricted Stock Units ("RSUs") granted under the Adagene Inc. 2021 Performance Incentive Plan. 56,250 of RSUs shall vest on each of the following dates: 7/23/2026, 7/23/2027, and 7/23/2028.
2. 75,000 of RSUs granted under the Adagene Inc. 2021 Performance Incentive Plan. 25,000 of RSUs should be vested annually on each of the following dates: 7/23/2026, 7/23/2027, and 7/23/2028.
3. 287,415 of time-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. 50,000 of performance-based stock options granted under the Adagene Inc. 2021 Performance Incentive Plan, and all such option are fully vested and exercisable.
5. 500,000 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, 250,000 shares subject to this option are vested and exercisable.
6. 500,000 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, 250,000 shares subject to this option are vested and exercisable.
7. 822,819 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, 411,410 shares subject to this option are vested and exercisable.
8. 450,000 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,112,500 shares subject to this option are vested and exercisable.
9. 735,000 of time-based stock option granted on 6/5/2025 under the Adagene Inc. 2021 Performance Incentive Plan, and shall become exercisable with respect to 25% of the stock options on each of the first four anniversaries of the grant.
10. 800,000 of time-based stock option granted on 2/5/2026 under the Adagene Inc. 2021 Performance Incentive Plan, and shall become exercisable with respect to 25% of the stock options on each of the first four anniversaries of the grant.
11. 45,980 of time-based incentive stock options granted under the Adagene Inc. Second Amended and Restated Share Incentive Plan (pre-IPO), and all such shares subject to this option are fully vested and exercisable.
12. 2,250 of performance-based stock options granted under the Adagene Inc. 2021 Performance Incentive Plan, and all such shares subject to this option are fully vested and exercisable.
13. 100,000 of time-based stock option granted on 5/9/2023 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, 50,000 shares subject to this option are vested and exercisable.
14. 100,000 of time-based stock option granted on 12/18/2023 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, 50,000 shares subject to this option are vested and exercisable.
15. 152,322 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, 76,161 shares subject to this option became vested and exercisable.
16. 80,000 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, 20,000 shares subject to this option are vested and exercisable.
17. 130,700 of time-based stock option granted on 6/5/2025 under the Adagene Inc. 2021 Performance Incentive Plan, and became exercisable with respect to 25% of the stock options on each of the first four anniversaries of the grant.
18. 150,000 of time-based stock option granted on 2/5/2026 under the Adagene Inc. 2021 Performance Incentive Plan, and became exercisable with respect to 25% of the stock options on each of the first four anniversaries of the grant.
/s/ Peter LUO03/18/2026
** Signature of Reporting PersonDate
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 Peter Luo’s Form 3 filing for Adagene (ADAG) disclose?

The Form 3 shows CEO Peter Luo’s existing equity holdings in Adagene Inc., including ordinary shares, stock options, and restricted stock units. It provides a baseline of his direct and spouse-held indirect positions at the time he became a reporting insider.

Does the Adagene (ADAG) Form 3 show any insider buying or selling by Peter Luo?

The filing does not show any insider buying or selling. It consists entirely of holding entries, meaning it records Luo’s and his spouse’s current ownership of ordinary shares, options, and RSUs rather than new market or option exercise transactions.

What stock option positions does Peter Luo report in Adagene (ADAG)?

Luo reports several incentive and time-based stock options over ordinary shares with exercise prices including $13.85, $5.60, $1.04, $1.33, $1.73, $1.55, $1.408, and $2.032, expiring between 2031 and 2036, some fully vested and others vesting over four years.

What restricted stock units (RSUs) are reported in the Adagene (ADAG) Form 3?

The filing notes 168,750 RSUs granted under Adagene’s 2021 Performance Incentive Plan, vesting in three equal tranches of 56,250 on 7/23/2026, 7/23/2027, and 7/23/2028, plus 75,000 RSUs for his spouse vesting 25,000 each on the same dates.

How much of Peter Luo’s Adagene (ADAG) equity is held indirectly through his spouse?

The Form 3 shows indirect holdings “By Spouse,” including stock options over ordinary shares such as 45,980 and 100,000-share grants at various exercise prices, as well as 31,021 ordinary shares and 75,000 RSUs. These positions are associated with his spouse rather than held directly.

What direct ordinary share and RSU holdings does Peter Luo report in Adagene (ADAG)?

Luo reports direct ownership of 93,264 ordinary shares and 168,750 RSUs. The RSUs were granted under the 2021 Performance Incentive Plan and vest annually from 2026 to 2028, adding to his direct equity exposure as they vest and settle in shares.
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