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ADC Therapeutics insider purchase: 3.85M pre-funded warrants

Filing Impact
(Very High)
Filing Sentiment
(Very Positive)
Form Type
4

Rhea-AI Filing Summary

ADC Therapeutics (ADCT): RedCo II Master Fund, L.P., affiliated with Redmile Group, reported the purchase of 3,846,153 pre-funded warrants in a private placement that closed on October 27, 2025. The filing shows a transaction code P (purchase).

The purchase price per pre-funded warrant was $3.90, reflecting the common share price minus the exercise price. The warrants carry an exercise price of CHF 0.08 per share (approximately $0.10 based on the October 12, 2025 exchange rate) and are exercisable any time after closing until the tenth anniversary, subject to a 9.99% beneficial ownership blocker. Each warrant is exercisable for one common share, for a total underlying 3,846,153 common shares.

The filing notes Redmile Group, LLC and Jeremy Green may be deemed beneficial owners through management of RedCo II, with beneficial ownership disclaimed except to the extent of pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Insider-affiliated fund bought pre-funded warrants in a closed private placement; adds capital access with potential dilution and a 9.99% blocker.

RedCo II Master Fund, L.P. acquired 3,846,153 pre-funded warrants for ADC Therapeutics in a private placement that closed on 10/27/2025. The purchase price per warrant was $3.9, with an exercise price of CHF 0.08 (about $0.10 at the 10/12/2025 rate). The warrants are exercisable immediately and carry a ten-year term, subject to a 9.99% beneficial ownership blocker.

The filing clarifies beneficial ownership: the securities are directly owned by RedCo II, and may be deemed beneficially owned by Redmile Group, LLC as investment manager and by Jeremy Green as principal, with each disclaiming beneficial ownership beyond pecuniary interest. A duplicated line items the same transaction to reflect both indirect and direct ownership, as described in the footnotes.

This structure provides long-duration equity optionality for the holder and potential future share issuance for the issuer. Key factors to watch include any exercises up to the 9.99% cap and the special right to exchange near expiry for a new ten-year period during the last 90 days, which can extend the potential issuance horizon toward 2035.

Insider Redmile Group, LLC, Green Jeremy, RedCo II Master Fund, L.P.
Role 10% Owner | 10% Owner | 10% Owner
Bought 7,692,306 shs ($30.00M)
Type Security Shares Price Value
Purchase Pre-Funded Warrants 3,846,153 $3.90 $15.00M
Purchase Pre-Funded Warrants 3,846,153 $3.90 $15.00M
Holdings After Transaction: Pre-Funded Warrants — 3,846,153 shares (Indirect, See Footnotes); Pre-Funded Warrants — 3,846,153 shares (Direct)
Footnotes (1)
  1. RedCo II Master Fund, L.P. ("RedCo II") acquired the reported pre-funded warrants to purchase Common Shares (the "Pre-Funded Warrants") in a private placement by the Issuer pursuant to the terms of a securities purchase agreement, dated October 12, 2025 (the "Purchase Agreement"), by and among the Issuer and RedCo II. The purchase price per Pre-Funded Warrants is $3.90, which is the price per Common Share in the private placement minus the exercise price per Pre-Funded Warrant. The closing of the private placement occurred on October 27, 2025 following the satisfaction of the closing conditions. The exercise price of the Pre-Funded Warrants is CHF 0.08 per Pre-Funded Warrant Share. Based on the October 12, 2025 exchange rate of approximately $1.25 to CHF 1.00, the exercise price of the Pre-Funded Warrants in US Dollars as of October 12, 2025 was approximately $0.10. The Pre-Funded Warrants are exercisable by the holder at any time on or after the closing date of the private placement until the tenth anniversary of such closing date, subject to a 9.99% beneficial ownership blocker. At any time during the last 90 days of the term of the Pre-Funded Warrants, the holder thereof may exchange a Pre-Funded Warrant with the Issuer for a new Pre-Funded Warrant to purchase the number of Pre-Funded Warrant Shares then remaining under such Pre-Funded Warrant, with a subsequent ten-year exercise period. These reported securities are directly owned by RedCo II. Redmile Group, LLC ("Redmile") may be deemed to beneficially own the reported securities as the investment manager of RedCo II. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green disclaim beneficial ownership of the reported securities except to the extent of its and his respective pecuniary interest therein, if any. This report shall not be deemed an admission that Redmile or Mr. Green is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. These reported securities are directly owned by RedCo II and this transaction is a repetition of the same transaction disclosed in the row above to disclose this fund's direct ownership.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Redmile Group, LLC
(Last) (First) (Middle)
ONE LETTERMAN DRIVE, BUILDING D
SUITE D3-300
(Street)
SAN FRANCISCO CA 94129
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ADC Therapeutics SA [ ADCT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/27/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Pre-Funded Warrants (2) 10/27/2025 P(1) 3,846,153 10/27/2025 (3) Common Share 3,846,153 $3.9 3,846,153 I See Footnotes(4)
Pre-Funded Warrants (2) 10/27/2025 P(1) 3,846,153 10/27/2025 (3) Common Share 3,846,153 $3.9 3,846,153 D(5)
1. Name and Address of Reporting Person*
Redmile Group, LLC
(Last) (First) (Middle)
ONE LETTERMAN DRIVE, BUILDING D
SUITE D3-300
(Street)
SAN FRANCISCO CA 94129
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Green Jeremy
(Last) (First) (Middle)
C/O REDMILE GROUP, LLC (NY OFFICE)
45 W. 27TH STREET, FLOOR 11
(Street)
NEW YORK NY 10001
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RedCo II Master Fund, L.P.
(Last) (First) (Middle)
C/O REDMILE GROUP, LLC ONE LETTERMAN
DRIVE, BUILDING D SUITE D3-300
(Street)
SAN FRANCISCO CA 94129
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. RedCo II Master Fund, L.P. ("RedCo II") acquired the reported pre-funded warrants to purchase Common Shares (the "Pre-Funded Warrants") in a private placement by the Issuer pursuant to the terms of a securities purchase agreement, dated October 12, 2025 (the "Purchase Agreement"), by and among the Issuer and RedCo II. The purchase price per Pre-Funded Warrants is $3.90, which is the price per Common Share in the private placement minus the exercise price per Pre-Funded Warrant. The closing of the private placement occurred on October 27, 2025 following the satisfaction of the closing conditions.
2. The exercise price of the Pre-Funded Warrants is CHF 0.08 per Pre-Funded Warrant Share. Based on the October 12, 2025 exchange rate of approximately $1.25 to CHF 1.00, the exercise price of the Pre-Funded Warrants in US Dollars as of October 12, 2025 was approximately $0.10.
3. The Pre-Funded Warrants are exercisable by the holder at any time on or after the closing date of the private placement until the tenth anniversary of such closing date, subject to a 9.99% beneficial ownership blocker. At any time during the last 90 days of the term of the Pre-Funded Warrants, the holder thereof may exchange a Pre-Funded Warrant with the Issuer for a new Pre-Funded Warrant to purchase the number of Pre-Funded Warrant Shares then remaining under such Pre-Funded Warrant, with a subsequent ten-year exercise period.
4. These reported securities are directly owned by RedCo II. Redmile Group, LLC ("Redmile") may be deemed to beneficially own the reported securities as the investment manager of RedCo II. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green disclaim beneficial ownership of the reported securities except to the extent of its and his respective pecuniary interest therein, if any. This report shall not be deemed an admission that Redmile or Mr. Green is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
5. These reported securities are directly owned by RedCo II and this transaction is a repetition of the same transaction disclosed in the row above to disclose this fund's direct ownership.
By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC 10/28/2025
/s/ Jeremy Green, Managing Member of RedCo II (GP), LLC, the General Partner of RedCo II Master Fund, L.P. 10/28/2025
/s/ Jeremy Green 10/28/2025
** 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 4 (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.

Source: View Original Filing on SEC EDGAR

FAQ

What did ADCT insider RedCo II report on Form 4?

A purchase of 3,846,153 pre-funded warrants in a private placement that closed on October 27, 2025.

What was the price paid per pre-funded warrant by RedCo II?

The purchase price per pre-funded warrant was $3.90.

What is the exercise price of the ADCT pre-funded warrants?

The exercise price is CHF 0.08 per share (approximately $0.10 based on the October 12, 2025 exchange rate).

How many ADCT common shares are underlying the acquired warrants?

The warrants are exercisable for 3,846,153 common shares in total.

When do the ADCT pre-funded warrants expire?

They are exercisable until the tenth anniversary of the October 27, 2025 closing date.

Is there a beneficial ownership limit on exercising the warrants?

Yes, exercises are subject to a 9.99% beneficial ownership blocker.

Who may be deemed beneficial owners of the reported securities?

Redmile Group, LLC and Jeremy Green may be deemed beneficial owners through management of RedCo II, with beneficial ownership disclaimed except for pecuniary interest.