ADC Therapeutics (ADCT) CLO gets 294,800-share grant, 33,294 withheld for taxes

Rhea-AI Filing Summary

ADC Therapeutics SA reported that Chief Legal Officer Peter J. Graham received a grant of 294,800 Common Shares on February 13, 2026, valued at $3.99 per share. These shares relate to a restricted share unit award that vests in three equal annual installments beginning on the first anniversary of the grant date, subject to continued service.

The company also withheld 33,294 Common Shares at $3.99 per share to cover Mr. Graham’s tax obligations upon vesting of previously granted restricted share units, which is a non‑market tax-withholding disposition rather than an open-market sale. Following these transactions, Mr. Graham directly holds 620,540 Common Shares.

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

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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^*

GRAHAM PETER J

(Last) (First) (Middle)

430 MOUNTAIN AVENUE, SUITE 404

(Street)

NEW PROVIDENCE NJ 07974

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 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
Common Shares	02/13/2026		A		294,800(1)	A	$3.99	653,834	D
Common Shares	02/13/2026		F		33,294(2)	D	$3.99	620,540	D

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

Explanation of Responses:

1. Represents Common Shares to be delivered in settlement of a restricted share unit award which vests one-third on the first anniversary of the grant date, which grant date is February 13, 2026, and then one-third on each anniversary date thereafter, upon continued service through the designated vesting event.

2. Represents the number of Common Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of restricted share units previously granted.

Remarks:

	/s/ Lisa Kallebo, Attorney-in-Fact for Peter Graham	02/18/2026
	** 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 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).
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FAQ

What insider transactions did ADC Therapeutics (ADCT) report for Peter J. Graham?

ADC Therapeutics reported that Chief Legal Officer Peter J. Graham received a grant of 294,800 Common Shares and had 33,294 shares withheld to satisfy tax obligations tied to previously vested restricted share units, leaving him with direct ownership of 620,540 Common Shares.

Was the ADC Therapeutics (ADCT) Form 4 a market buy or sell by the insider?

The Form 4 shows a grant of 294,800 Common Shares and a tax-withholding disposition of 33,294 shares. The disposition was to cover tax liabilities on vested restricted share units, not an open-market purchase or sale of ADC Therapeutics shares.

How many ADC Therapeutics (ADCT) shares does Peter J. Graham hold after this Form 4?

After the reported transactions, Chief Legal Officer Peter J. Graham directly holds 620,540 Common Shares of ADC Therapeutics. This reflects the net effect of a 294,800-share grant and 33,294 shares withheld by the issuer for tax obligations related to vested restricted share units.

What are the vesting terms of the ADC Therapeutics (ADCT) restricted share units granted to Peter J. Graham?

The restricted share unit award underlying 294,800 Common Shares vests one-third on the first anniversary of the February 13, 2026 grant date, and one-third on each subsequent anniversary, assuming Peter J. Graham continues to provide service through each scheduled vesting date.

Why did ADC Therapeutics (ADCT) withhold 33,294 shares from Peter J. Graham?

ADC Therapeutics withheld 33,294 Common Shares to satisfy Peter J. Graham’s tax withholding obligations triggered by the vesting of previously granted restricted share units, a standard method of paying taxes without requiring a separate cash payment from the executive.

What role does Peter J. Graham hold at ADC Therapeutics (ADCT) in this Form 4?

Peter J. Graham is identified as the Chief Legal Officer of ADC Therapeutics in the Form 4. The filing reports his receipt of a 294,800-share restricted share-based grant and a related 33,294-share tax-withholding disposition handled directly by the issuer.