Executive retention awards approved at ADC Therapeutics (NYSE: ADCT)

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

ADC Therapeutics approved one-time retention awards for key executives to encourage them to stay with the company. On June 30, 2026, the board, advised by its independent compensation consultant, granted cash bonuses payable on or about July 15, 2026 and restricted stock units (RSUs) that vest after one year or upon certain terminations.

CEO Ameet Mallik will receive a cash incentive of $1,795,500 and 675,000 RSUs, CFO Jose Carmona will receive $541,842 and 203,700 RSUs, and Chief Medical Officer Mohamed Zaki will receive $568,974 and 213,900 RSUs. Executives must generally remain employed through June 30, 2027 to keep the cash awards and for RSUs to vest, except if they are terminated without cause or resign for good reason.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

CEO cash incentive: $1,795,500 CEO RSU award: 675,000 RSUs CFO cash incentive: $541,842 +5 more

8 metrics

CEO cash incentive $1,795,500 One-time retention award for CEO Ameet Mallik

CEO RSU award 675,000 RSUs Retention RSUs granted June 30, 2026

CFO cash incentive $541,842 One-time retention award for CFO Jose Carmona

CFO RSU award 203,700 RSUs Retention RSUs granted June 30, 2026

CMO cash incentive $568,974 One-time retention award for Chief Medical Officer

CMO RSU award 213,900 RSUs Retention RSUs granted June 30, 2026

Cash payment timing On or about July 15, 2026 Payment date for cash portion of awards

Vesting/end date June 30, 2027 Date tied to RSU vesting and repayment conditions

Key Terms

retention awards, RSU Award, good reason, without cause, +1 more

5 terms

retention awards financial

"approved one-time retention awards (“Awards”) to certain of the Company’s employees"

RSU Award financial

"Cash Incentive Award | RSU Award Ameet Mallik | Chief Executive Officer"

good reason financial

"or by the named executive officer for good reason"

without cause financial

"termination of employment by the Company without cause or by the named executive officer"

Incentive Award Agreements financial

"pursuant to incentive award letter agreements (the “Incentive Award Agreements”)"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

Available on EDGAR 07/02/2026 - 05:07 PM Accepted by SEC EDGAR 07/02/2026 - 05:07 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 30, 2026

ADC Therapeutics SA

(Exact Name of Registrant as Specified in Its Charter)

Switzerland

(State or Other Jurisdiction of Incorporation)

001-39071

(Commission File Number)

N/A

(IRS Employer Identification Number)

Biopôle

Route de la Corniche 3B

1066 Epalinges

Switzerland

(Address of Principal Executive Offices) (Zip Code)

+41 21 653 02 00

(Registrant’s Telephone Number)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Shares, par value CHF 0.08 per share	ADCT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 C.F.R. §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 C.F.R. §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 30, 2026, the Board of Directors of ADC Therapeutics SA (the “Company”), with the advice of its independent compensation consultant, approved one-time retention awards (“Awards”) to certain of the Company’s employees, including its named executive officers as set forth below:

Name	Title	Cash Incentive Award	RSU Award
Ameet Mallik	Chief Executive Officer	$1,795,500	675,000
Jose Carmona	Chief Financial Officer	$541,842	203,700
Mohamed Zaki	Chief Medical Officer	$568,974	213,900

The Awards were granted pursuant to incentive award letter agreements (the “Incentive Award Agreements”) that set forth the terms and conditions of the respective Awards.

The cash portion will be paid on or about July 15, 2026. The cash portion is subject to repayment if the named executive officer’s employment with the Company terminates before June 30, 2027. Such repayment obligation will not apply if employment is terminated by the Company without cause or by the named executive officer for good reason.

The RSU portion was granted on June 30, 2026. The RSUs will vest upon the earlier of (x) June 30, 2027 and (y) termination of employment by the Company without cause or by the named executive officer for good reason, subject to the named executive officer’s continued employment with the Company on the vesting date.

The foregoing description of the Incentive Award Agreements does not purport to be complete and is qualified in its entirety by reference to the Incentive Award Agreements, which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ADC Therapeutics SA

Date: July 2, 2026
	By:	/s/ Peter J. Graham
	Name:	Peter J. Graham
	Title:	Chief Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

What executive retention awards did ADC Therapeutics (ADCT) approve on June 30, 2026?

ADC Therapeutics approved one-time retention awards for key executives, combining cash bonuses and RSUs. The awards are designed to encourage continued employment through June 30, 2027, with specific vesting and repayment conditions tied to employment status and certain termination scenarios.

How much retention cash will ADC Therapeutics CEO Ameet Mallik receive?

CEO Ameet Mallik will receive a cash incentive award of $1,795,500. This amount is part of a one-time retention package and is subject to repayment if his employment ends before June 30, 2027, except in cases of termination without cause or resignation for good reason.

What RSU awards did ADC Therapeutics grant to its named executive officers?

ADC Therapeutics granted RSU awards on June 30, 2026: 675,000 RSUs to CEO Ameet Mallik, 203,700 RSUs to CFO Jose Carmona, and 213,900 RSUs to Chief Medical Officer Mohamed Zaki. These RSUs vest by June 30, 2027 or earlier upon qualifying terminations, subject to continued employment.

When will the cash portion of ADC Therapeutics’ retention awards be paid?

The cash portion of the retention awards will be paid on or about July 15, 2026. Executives must remain employed through June 30, 2027 to avoid repayment obligations, unless they are terminated without cause or leave for good reason under their award agreements.

What are the vesting conditions for the ADC Therapeutics RSU retention awards?

The RSU awards vest upon the earlier of June 30, 2027 or termination by the company without cause or by the executive for good reason. Vesting is conditioned on the executive’s continued employment with ADC Therapeutics on the applicable vesting date, subject to those termination exceptions.

Where will the full terms of ADC Therapeutics’ retention award agreements be available?

The full terms will be available in the Incentive Award Agreements filed with ADC Therapeutics’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. The current disclosure summarizes key payment, vesting, and repayment conditions of these retention arrangements.

Filing Exhibits & Attachments

3 documents