STOCK TITAN

Redmile Group, Jeremy Green disclose 9.99% stake in ADC Therapeutics (ADCT)

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

ADC Therapeutics (Common Shares) Schedule 13G/A discloses that Redmile Group, LLC and affiliate Jeremy C. Green beneficially own 12,692,841 shares, equal to 9.99% of the class under the filing's calculation. The report attributes 10,276,407 shares (8.1%) to RedCo II Master Fund, L.P. Holdings include 11,110 shares issuable upon exercise of certain warrants subject to a Beneficial Ownership Limitation and a Beneficial Ownership Blocker that prevents exercises pushing ownership above 9.99%. The filing ties percentages to 127,044,356 shares outstanding as of March 2, 2026 (plus the 11,110 warrant-limited shares).

Positive

  • None.

Negative

  • None.
Redmile beneficial ownership 12,692,841 shares As of April 6, 2026; reported beneficial ownership
Redmile ownership percent 9.99% Percentage based on 127,044,356 shares outstanding as of March 2, 2026 plus 11,110 warrant-limited shares
RedCo II beneficial ownership 10,276,407 shares As of April 6, 2026; reported for RedCo II Master Fund, L.P.
RedCo II ownership percent 8.1% Percentage based on same outstanding-share base
Shares outstanding used 127,044,356 shares Outstanding as of March 2, 2026 per ADC Therapeutics Form 10-K
Warrant-limited shares 11,110 shares Issuable upon exercise of certain warrants subject to Beneficial Ownership Limitation
Potential warrant issuable (Redmile) 27,743,685 shares Maximum shares issuable upon exercise of warrants subject to Blocker (subject to limitation)
Beneficial Ownership Limitation regulatory
"to the extent that after giving effect to such issuance after exercise, the holder ... would beneficially own in excess of 9.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Beneficial Ownership Blocker regulatory
"the Beneficial Ownership Blocker that prevents exercises pushing ownership above 9.99%"
Warrants financial
"pre-funded warrants to purchase Common Stock (the "Warrants")"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Beneficially owned regulatory
"may be deemed beneficially owned by Redmile Group, LLC as investment manager"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google





H0036K147

(CUSIP Number)
04/06/2026

(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




Comment for Type of Reporting Person: As of April 6, 2026, Redmile Group, LLC's beneficial ownership of the Issuer's common shares ("Common Stock") is comprised of 12,681,731 shares of Common Stock owned by certain private investment vehicles managed by Redmile Group, LLC (collectively, the "Redmile Funds"), including RedCo II Master Fund, L.P. ("RedCo II"), and 11,110 shares of Common Stock that could be issued upon exercise of certain warrants held by the Redmile Funds up to the Beneficial Ownership Limitation. Such shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Funds. Subject to the Beneficial Ownership Blocker (as defined below), Redmile Group, LLC may be deemed to beneficially own 27,743,685 shares of Common Stock issuable upon exercise of certain pre-funded warrants to purchase Common Stock (the "Warrants"). Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of the Warrant, and a holder of a Warrant does not have the right to exercise the Warrant held by such holder, to the extent that after giving effect to such issuance after exercise, the holder (together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates), would beneficially own in excess of 9.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issued upon exercise of the Warrant (the "Beneficial Ownership Blocker"). The Beneficial Ownership Limitation may be changed at a holder's election upon 61 days' notice to the Issuer. The 12,692,841 shares of Common Stock reported as beneficially owned by Redmile Group, LLC in this Schedule 13G represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with the footnote below), which includes 12,681,731 shares of Common Stock owned by the Redmile Funds and 11,110 shares of Common Stock that could be issued upon exercise of certain of the Warrants under the Beneficial Ownership Blocker. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Percentage based on (i) 127,044,356 shares of Common Stock outstanding as of March 2, 2026, as reported by the Issuer in its Form 10-K for the annual period ended December 31, 2025 filed with the Securities and Exchange Commission (the "SEC") on March 10, 2026 (the "Form 10-K") plus (ii) 11,110 shares of Common Stock issuable upon exercise of the Warrants under the Beneficial Ownership Limitation.


SCHEDULE 13G




Comment for Type of Reporting Person: As of April 6, 2026, Jeremy C. Green's beneficial ownership of the Common Stock is comprised of 12,681,731 shares of Common Stock owned by the Redmile Funds, including RedCo II, which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Funds and 11,110 shares of Common Stock that could be issued upon exercise of certain warrants held by the Redmile Funds up to the Beneficial Ownership Limitation. Jeremy C. Green serves as the principal of Redmile Group, LLC and may be deemed to be the beneficial owner of shares held by the Redmile Funds. Subject to the Beneficial Ownership Blocker, Mr. Green may be deemed to beneficially own 27,743,685 shares of Common Stock issuable upon exercise of the Warrants. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of the Warrant, and a holder of a Warrant does not have the right to exercise the Warrant held by such holder, to the extent that the Beneficial Ownership Blocker applies. The 12,692,841 shares of Common Stock reported as beneficially owned by Mr. Green in this Schedule 13G represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with the footnote below), which includes 12,681,731 shares of Common Stock owned by the Redmile Funds and 11,110 shares of Common Stock that could be issued upon exercise of certain of the Warrants under the Beneficial Ownership Blocker. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Percentage based on (i) 127,044,356 shares of Common Stock outstanding as of March 2, 2026, as reported by the Issuer in the Form 10-K plus (ii) 11,110 shares of Common Stock issuable upon exercise of the Warrants under the Beneficial Ownership Limitation.


SCHEDULE 13G




Comment for Type of Reporting Person: As of April 6, 2026, RedCo II's beneficial ownership is comprised of 10,265,297 shares of Common Stock owned directly by RedCo II, which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Funds, and 11,110 shares of Common Stock that could be issued upon exercise of certain warrants held by RedCo II up to the Beneficial Ownership Limitation. The shares held by RedCo II are included in the beneficial ownership of Redmile Group, LLC and Mr. Green disclosed above. Subject to the Beneficial Ownership Blocker, RedCo II may be deemed to beneficially own 22,445,224 shares of Common Stock issuable upon exercise of the Warrants directly held by RedCo II. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of any Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, if the Beneficial Ownership Blocker applies. The shares of Common Stock reported as beneficially owned by RedCo II in this Schedule 13G represent the 10,265,297 shares of Common Stock held directly by RedCo II and the 11,110 shares of Common Stock that could be issued to RedCo II upon exercise of certain of the Warrants directly held by RedCo II under the Beneficial Ownership Blocker. Percentage based on (i) 127,044,356 shares of Common Stock outstanding as of March 2, 2026, as reported by the Issuer in the Form 10-K plus (ii) 11,110 shares of Common Stock issuable upon exercise of the Warrants under the Beneficial Ownership Limitation.


SCHEDULE 13G



Redmile Group, LLC
Signature:/s/ Jeremy C. Green
Name/Title:Managing Member
Date:04/06/2026
Jeremy C. Green
Signature:/s/ Jeremy C. Green
Name/Title:Jeremy C. Green
Date:04/06/2026
RedCo II Master Fund, L.P.
Signature:/s/ Jeremy C. Green
Name/Title:Managing Member of RedCo II (GP), LLC, General Partner of RedCo II Master Fund, L.P.
Date:04/06/2026

FAQ

What stake does Redmile Group hold in ADC Therapeutics (ADCT)?

Redmile Group reports beneficial ownership of 12,692,841 shares, representing 9.99% of the class. The amount includes 12,681,731 shares held by Redmile-managed funds plus 11,110 warrant‑issuable shares counted under the ownership limiter.

How many shares does RedCo II Master Fund report owning in ADCT?

RedCo II Master Fund, L.P. reports beneficial ownership of 10,276,407 shares, equal to 8.1% of the class. This total includes 10,265,297 shares held directly and 11,110 warrant‑issuable shares subject to the limiter.

What is the Beneficial Ownership Limitation described in the filing?

The filing states a 9.99% Beneficial Ownership Limitation that prevents warrant exercises that would cause ownership above that threshold. The limiter may be changed by a holder upon 61 days' notice to the issuer.

How many shares outstanding does the filing use to calculate percentages for ADCT?

Percentages are based on 127,044,356 shares outstanding as of March 2, 2026, as reported in ADC Therapeutics' Form 10‑K, plus 11,110 shares issuable under the warrant ownership limitation.

Could Redmile or RedCo II acquire more shares via warrants?

Subject to the Beneficial Ownership Blocker, the filing notes potential issuable amounts: Redmile/Green could be deemed to beneficially own up to 27,743,685 shares issuable on warrants and RedCo II up to 22,445,224 shares, but exercises are blocked if they exceed the 9.99% cap.