Adagene Inc. ownership disclosure: Janus Henderson Group plc reports beneficial ownership of 6,666,666 American Depository Receipts, representing 10.1% of the class as of 04/30/2026. The Asset Managers exercise shared voting and dispositive power over those ADRs on behalf of managed portfolios.
The filing states the Asset Managers generally exercise investment and voting discretion for client accounts and that only the Janus Henderson Biotech Innovation Master Fund Ltd. holds more than 5% of the ADRs among the managed portfolios. Signature dated 05/07/2026.
Positive
None.
Negative
None.
Insights
Large passive stake reported by Janus Henderson; voting power is shared across managers.
Janus Henderson Group plc is reported as the ultimate parent of multiple SEC‑registered asset managers that together may be deemed beneficial owners of 6,666,666 ADRs (the filing labels this as 10.1% of the class as of 04/30/2026). The filing attributes shared voting and dispositive power to the Asset Managers rather than sole control.
Key dependencies include which specific managed portfolios hold the ADRs and the irrevocable delegation noted for certain funds. Subsequent filings or exhibits (Item 7/Exhibit 99) identify the acquiring subsidiary and should be reviewed for allocation details.
Disclosure indicates standard institutional custody/management structure, not direct dividend/proceeds rights by the parent.
The Asset Managers state they exercise investment/voting discretion for client accounts while disclaiming rights to receive dividends or sale proceeds directly; managed portfolios retain those economic rights. The filing highlights that only one fund among the managed portfolios exceeds a 5% economic interest threshold.
Watch Exhibit 99 and the power‑of‑attorney exhibit for details on which subsidiary executed the acquisition and for any future Section 13 filings that change percent ownership.
Key Figures
Beneficial ownership:6,666,666 ADRsPercent of class:10.1%Reporting date:04/30/2026+4 more
7 metrics
Beneficial ownership6,666,666 ADRsAmount reported as beneficially owned
Percent of class10.1%Percent of ADR class as reported
Reporting date04/30/2026Ownership as of date
Signature date05/07/2026Schedule signed by Head of North America Compliance
Sole voting power0 sharesSole voting power reported
Shared voting/dispositive power6,666,666 sharesShared voting and disposal power reported
CUSIP005329107ADAG American Depository Receipt CUSIP
Key Terms
American Depository Receipt, Beneficial owner, Managed Portfolios, Investment Company Act of 1940
4 terms
American Depository Receiptfinancial
"Title/Item 2(d) states Title of class of securities: American Depository Receipt"
An American Depositary Receipt (ADR) is a certificate issued by a U.S. bank that represents ownership of shares in a foreign company and lets those shares trade on U.S. exchanges in U.S. dollars. For investors, ADRs remove many barriers to buying foreign stocks—handling currency conversion, settlement and some reporting—so holding an ADR is like using a local adapter that makes a foreign security behave more like a domestic one, improving access and liquidity.
Beneficial ownerregulatory
"Item 4 describes the Asset Managers may be deemed the beneficial owner"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Managed Portfoliosfinancial
"Item 4 references Managed Portfolios as client accounts controlled by Asset Managers"
Investment Company Act of 1940regulatory
"Item 6 references shareholders of an investment company registered under the Investment Company Act of 1940"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ADAGENE INC.
(Name of Issuer)
American Depository Receipt
(Title of Class of Securities)
005329107
(CUSIP Number)
04/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
005329107
1
Names of Reporting Persons
JANUS HENDERSON GROUP PLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,666,666.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,666,666.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,666,666.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.1 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ADAGENE INC.
(b)
Address of issuer's principal executive offices:
4F, BUILDING C14, NO.218, ZINGHU STREET, SUZHOU INDUSTRIAL PARK
JIANGSU, CHINA 00000
Item 2.
(a)
Name of person filing:
Janus Henderson Group plc
(b)
Address or principal business office or, if none, residence:
201 Bishopsgate
EC2M 3AE, United Kingdom
(c)
Citizenship:
Y9
(d)
Title of class of securities:
American Depository Receipt
(e)
CUSIP Number(s):
005329107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Janus Henderson Group plc (JHG) is the ultimate parent of a number of SEC-registered investment advisers and foreign equivalents thereof, including but not limited to Janus Henderson Investors US LLC, Janus Henderson Investors UK Limited, Janus Henderson Investors Australia Institutional Funds Management Limited, Janus Henderson Investors Middle East Limited, Janus Henderson Investors (Jersey) Limited, Janus Henderson Investors (Japan) Limited, Janus Henderson Investors (Singapore) Limited, Kapstream Capital Pty Limited, Privacore Capital Advisors LLC, Tabula Investment Management Limited, and Victory Park Capital Advisors LLC (each, an Asset Manager and together, the Asset Managers). The Asset Managers generally exercise investment and/or voting discretion on behalf of their clients which include investment companies, other investment advisers, institutional separate accounts and retail separate accounts (collectively referred to herein as Managed Portfolios).
As a result of their exercise of investment and/or voting discretion on behalf of the Managed Portfolios, the Asset Managers may be deemed to be the beneficial owner of 6,666,666 American Depository Receipt of Adagene Inc. However, the Asset Managers do not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaim any ownership associated with such rights.
(b)
Percent of class:
10.1 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
6666666
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
6666666
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Managed Portfolios have the right to receive all dividends from, and the proceeds from the sale of, the securities held in their respective accounts.
Of the Managed Portfolios, only the Janus Henderson Biotech Innovation Master Fund Ltd. has the right to receive dividends from, or the proceeds from the sale of, more than five percent of the American Depository Receipt of Adagene Inc. Due to an irrevocable delegation of investment and voting discretion to an Asset Manager on less than 60 days notice, the Fund is not considered a Reporting Person under Section 13(d) and (g).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please refer to Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
N/A
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake does Janus Henderson report in ADAG (Adagene Inc.)?
Janus Henderson reports beneficial ownership of 6,666,666 ADRs, equal to 10.1% of the class as of 04/30/2026. The figure reflects positions held across multiple managed portfolios where asset managers exercise voting discretion.
Does Janus Henderson have sole voting or dispositive power over ADAG ADRs?
No. The filing states Janus Henderson has 0 shares of sole voting power and 6,666,666 shares of shared voting and dispositive power, indicating shared control among its asset managers.
Which fund holds more than 5% of ADAG ADRs within Janus Henderson's portfolios?
The filing identifies the Janus Henderson Biotech Innovation Master Fund Ltd. as the only managed portfolio with the right to receive dividends or proceeds for more than 5% of the ADRs reported in this schedule.
What dates are relevant in this Schedule 13G filing for ADAG?
The ownership is reported as of 04/30/2026 and the filing bears a signature date of 05/07/2026. Exhibit references (Exhibit 99 and Exhibit 24) provide subsidiary and power‑of‑attorney details.
Do the Asset Managers receive dividends or sale proceeds for these ADAG ADRs?
The filing states the Managed Portfolios have the right to receive dividends and sale proceeds; the Asset Managers exercise voting/dispositive discretion but disclaim rights to directly receive dividends or proceeds.
