ADC Therapeutics beneficial ownership disclosure: Redmile Group, LLC and related entities report shared beneficial ownership of 12,717,487 shares of Common Shares, representing 9.9% of the class. The filing states 7,780,431 shares (6.1%) are held by RedCo II Offshore SPV LLC, and the percentages are calculated using 127,189,572 shares outstanding as of April 16, 2026 plus 112,602 shares issuable under certain Pre-Funded Warrants subject to a Beneficial Ownership Limitation. The filing also describes an internal reorganization shifting holdings from RedCo II Master Fund, L.P. to its SPVs; RedCo II Master reports 0 shares following the reorganization.
Positive
None.
Negative
None.
Insights
Disclosure documents an ownership reorganization and a near-10% position.
The filing reports that Redmile's aggregate shared beneficial ownership is 12,717,487 shares (9.9%), calculated using 127,189,572 shares outstanding as of April 16, 2026 plus 112,602 warrant-convertible shares under the Beneficial Ownership Limitation. It notes an internal reorganization moved securities from RedCo II Master Fund to SPVs, resulting in RedCo II Master holding 0 shares and RedCo II SPV holding 7,780,431.
Key dependencies include the Beneficial Ownership Blocker that caps exercises to avoid exceeding 9.99% and the firm's continued reporting obligations. Future filings will reflect any exercises or changes in the blocker election.
Filing follows Schedule 13G/A mechanics and preserves disclaimers of pecuniary ownership.
The disclosure explicitly states Redmile and Jeremy C. Green disclaim beneficial ownership
Material items to track in future filings: any change in the Beneficial Ownership Limitation election, warrant exercises that clear the blocker, or transfers that alter the reported percentages.
Key Figures
Shares outstanding:127,189,572 sharesRedmile aggregate beneficial ownership:12,717,487 sharesRedCo II Offshore SPV holdings:7,780,431 shares+3 more
6 metrics
Shares outstanding127,189,572 sharesas of April 16, 2026
Redmile aggregate beneficial ownership12,717,487 sharesreported in Schedule 13G/A (Beneficial ownership)
RedCo II Offshore SPV holdings7,780,431 sharesreported beneficially owned by RedCo II SPV
Warrants issuable under blocker112,602 sharesshares issuable upon exercise of certain Pre-Funded Warrants (blocked by 9.99% limit)
Reported percent (Redmile & Green)9.9%percent of class based on outstanding plus 112,602 warrant shares
Reported percent (RedCo II SPV)6.1%percent of class for RedCo II SPV using same base
"the Issuer may not effect any exercise of the Warrants... 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 Blockerregulatory
"the Beneficial Ownership Blocker that caps exercises to avoid exceeding 9.99%"
A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.
Pre-Funded Warrantsfinancial
"shares of Common Stock issuable upon exercise of certain Pre-Funded Warrants"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
SPVfinancial
"RedCo II Master contributed all of its securities... to its two wholly-owned subsidiaries (the "SPVs")"
An SPV (special purpose vehicle) is a separate legal entity created to hold specific assets, run a particular project, or issue securities, keeping those activities legally and financially distinct from the sponsor’s main business. Think of it as a sealed bucket used to isolate risk and cash flows—this matters to investors because an SPV can limit exposure to losses, affect credit risk and transparency, and influence how returns and liabilities are reported.
What stake does Redmile Group report in ADC Therapeutics (ADCT)?
Redmile Group reports shared beneficial ownership of 12,717,487 shares, equal to 9.9% of the class. This percentage is calculated using 127,189,572 shares outstanding as of April 16, 2026 plus 112,602 warrant-related shares.
How many shares does RedCo II Offshore SPV LLC hold in ADCT?
RedCo II Offshore SPV LLC reports beneficial ownership of 7,780,431 shares, representing 6.1% of the class. That total includes 112,602 shares issuable under certain Pre-Funded Warrants subject to the ownership blocker.
What changed due to the Redmile internal reorganization?
An internal reorganization transferred RedCo II Master Fund's securities pro rata to two wholly owned SPVs. As a result, RedCo II Master reports 0 shares and RedCo II SPV reports 7,780,431 shares; aggregate Redmile ownership did not change.
What is the Beneficial Ownership Limitation referenced in the filing?
The Beneficial Ownership Limitation prevents warrant exercise that would result in beneficial ownership above 9.99%. It may be changed by a holder upon 61 days' notice to the issuer and caps the number of shares issuable on exercise.
Do Redmile or Jeremy C. Green claim direct ownership of the reported shares?
The filing states Redmile and Jeremy C. Green disclaim beneficial ownership
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
ADC Therapeutics SA
(Name of Issuer)
Common Shares, par value CHF 0.08 per share
(Title of Class of Securities)
H0036K147
(CUSIP Number)
04/20/2026
(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):
H0036K147
1
Names of Reporting Persons
Redmile Group, LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,717,487.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,717,487.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,717,487.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: The information in Item 4 relating to the shares of Common Shares, par value CHF 0.08 per share, of the Issuer (the "Common Stock") that are or may be deemed beneficially owned by Redmile Group, LLC ("Redmile"), including RedCo II Offshore SPV LLC ("RedCo II SPV") is incorporated by reference herein.
Percentage based on (i) 127,189,572 shares of Common Stock outstanding as of April 16, 2026, as reported by the Issuer in its Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, filed with the Securities and Exchange Commission on April 20, 2026 (the "Proxy Statement") plus (ii) 112,602 shares of Common Stock issuable upon exercise of certain of the Pre-Funded Warrants to purchase Common Stock (the "Warrants") held directly by certain investment vehicles, including RedCo II SPV, managed by Redmile (the "Redmile Funds"), which due to the Beneficial Ownership Limitation (as defined in Item 4) is the maximum number of shares that could be issued to the Redmile Funds upon exercise of the Warrants.
SCHEDULE 13G
CUSIP Number(s):
H0036K147
1
Names of Reporting Persons
Jeremy C. Green
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
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,717,487.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,717,487.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,717,487.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: The information in Item 4 relating to the shares of Common Stock that are or may be deemed beneficially owned by Jeremy C. Green is incorporated by reference herein.
Percentage based on (i) 127,189,572 shares of Common Stock outstanding as of April 16, 2026, as reported by the Issuer in its Proxy Statement plus (ii) 112,602 shares of Common Stock issuable upon exercise of certain of the Warrants held directly by the Redmile Funds, including RedCo II SPV, which due to the Beneficial Ownership Limitation (as defined in Item 4) is the maximum number of shares that could be issued to the Redmile Funds upon exercise of the Warrants.
SCHEDULE 13G
CUSIP Number(s):
H0036K147
1
Names of Reporting Persons
RedCo II Offshore SPV LLC
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,780,431.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,780,431.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,780,431.00
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)
6.1 %
12
Type of Reporting Person (See Instructions)
FI, OO
Comment for Type of Reporting Person: The information in Item 4 relating to the shares of Common Stock that are or may be deemed beneficially owned by RedCo II SPV is incorporated by reference herein.
Percentage based on (i) 127,189,572 shares of Common Stock outstanding as of April 16, 2026, as reported by the Issuer in its Proxy Statement plus (ii) 112,602 shares of Common Stock issuable upon exercise of certain of the Warrants held directly by RedCo II SPV, which due to the Beneficial Ownership Limitation (as defined in Item 4) is the maximum number of shares that could be issued to RedCo II SPV upon exercise of the Warrants.
SCHEDULE 13G
CUSIP Number(s):
H0036K147
1
Names of Reporting Persons
RedCo II Master Fund, L.P.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
PN, FI
Comment for Type of Reporting Person: Following the internal reorganization among certain Redmile Funds described in Item 4 below, RedCo II Master Fund, L.P. beneficially owned no shares of the Issuer's Common Stock.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ADC Therapeutics SA
(b)
Address of issuer's principal executive offices:
Biopole Route de la Corniche 3B Epalinges, Switzerland 1066
Item 2.
(a)
Name of person filing:
Redmile Group, LLC
Jeremy C. Green
RedCo II Offshore SPV LLC
RedCo II Master Fund, L.P.
(b)
Address or principal business office or, if none, residence:
Redmile Group, LLC
900 Larkspur Landing Circle, Suite 270
Larkspur, California 94939
Jeremy C. Green
c/o Redmile Group, LLC (NY Office)
45 W. 27th Street, Floor 11
New York, NY 10001
RedCo II Offshore SPV LLC
c/o Redmile Group, LLC
900 Larkspur Landing Circle, Suite 270
Larkspur, California 94939
RedCo II Master Fund, L.P.
c/o Redmile Group, LLC
900 Larkspur Landing Circle, Suite 270
Larkspur, California 94939
(c)
Citizenship:
Redmile Group, LLC: Delaware
Jeremy C. Green: United Kingdom
RedCo II Offshore SPV LLC: Cayman Islands
RedCo II Master Fund, L.P.: Cayman Islands
(d)
Title of class of securities:
Common Shares, par value CHF 0.08 per share
(e)
CUSIP No.:
H0036K147
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:
Redmile Group, LLC - 12,717,487 (1)
Jeremy C. Green - 12,717,487 (1)
RedCo II Offshore SPV LLC - 7,780,431 (2)
RedCo II Master Fund, L.P. - 0
(b)
Percent of class:
Redmile Group, LLC - 9.9% (3)
Jeremy C. Green - 9.9% (3)
RedCo II Offshore SPV LLC - 6.1% (4)
RedCo II Master Fund, L.P. - 0.0%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Redmile Group, LLC - 0
Jeremy C. Green - 0
RedCo II Offshore SPV LLC - 0
RedCo II Master Fund, L.P. - 0
(ii) Shared power to vote or to direct the vote:
Redmile Group, LLC - 12,717,487 (1)
Jeremy C. Green - 12,717,487 (1)
RedCo II Offshore SPV LLC - 7,780,431 (2)
RedCo II Master Fund, L.P. - 0
(iii) Sole power to dispose or to direct the disposition of:
Redmile Group, LLC - 0
Jeremy C. Green - 0
RedCo II Offshore SPV LLC - 0
RedCo II Master Fund, L.P. - 0
(iv) Shared power to dispose or to direct the disposition of:
Redmile Group, LLC - 12,717,487 (1)
Jeremy C. Green - 12,717,487 (1)
RedCo II Offshore SPV LLC - 7,780,431 (2)
RedCo II Master Fund, L.P. - 0
(1) As of April 20, 2026, Redmile Group, LLC's and Jeremy Green's beneficial ownership of the Issuer's Common Shares, par value CHF 0.08 per share (the "Common Stock"), is comprised of 12,604,885 shares of Common Stock owned by certain investment vehicles, including RedCo II Offshore SPV LLC ("RedCo II SPV"), for which Redmile Group, LLC ("Redmile") is the investment manager/adviser (the "Redmile Funds"). Subject to the Beneficial Ownership Blocker (as defined below), Redmile and Mr. Green may also 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") held by the Redmile Funds, including RedCo II SPV.
Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of the Warrants, and a holder of any Warrants 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 12,717,487 shares of Common Stock reported as beneficially owned by Redmile in this Schedule 13G represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with footnote (3) below) and includes 112,602 shares of Common Stock issuable under the Beneficial Ownership Blocker. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile. Redmile and Mr. Green each disclaim beneficial ownership of these securities, except to the extent of its or his pecuniary interest in such shares, if any.
(2) On April 20, 2026, in connection with an internal reorganization of RedCo II Master Fund, L.P. ("RedCo II Master"), a private investment vehicle managed by Redmile, Redco II Master contributed all of its securities of the Issuer pro rata and in kind, for no consideration, to its two wholly-owned subsidiaries (collectively, the "SPVs"), including RedCo II SPV. As a result of the internal reorganization, (i) RedCo II Master ceased to have voting or dispositive power over any of the Issuer's securities and, therefore, is no longer a beneficial owner of more than 5% of the Issuer's Common Stock and will be dissolved, and (ii) RedCo II SPV became a beneficial owner of more than 5% of the Common Stock. The 7,780,431 shares of Common Stock reported as beneficially owned by RedCo II SPV includes 7,667,829 shares of Common Stock and 112,602 shares of Common Stock issuable upon exercise of the Warrants under the Beneficial Ownership Blocker. Accordingly, this Schedule 13G serves as an exit filing for RedCo II Master and as an initial filing for RedCo II SPV. The internal reorganization resulted in no change in the aggregate beneficial ownership of Redmile or Mr. Green.
(3) Percentage for Redmile and Jeremy Green based on (i) 127,189,572 shares of Common Stock outstanding as of April 16, 2026, as reported by the Issuer in its Proxy Statement plus (ii) 112,602 shares of Common Stock issuable upon exercise of certain of the Warrants held directly by the Redmile Funds, including RedCo II SPV, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued to the Redmile Funds upon exercise of the Warrants.
(4) Percentage for RedCo II SPV based on (i) 127,189,572 shares of Common Stock outstanding as of April 16, 2026, as reported by the Issuer in its Proxy Statement plus (ii) 112,602 shares of Common Stock issuable upon exercise of certain of the Warrants held directly by RedCo II SPV, which due to the Beneficial Ownership Limitation (as defined in Item 4) is the maximum number of shares that could be issued to RedCo II SPV upon exercise of the Warrants.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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.
See the response to Item 4.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
Redmile Group, LLC
Signature:
/s/ Jeremy C. Green
Name/Title:
Managing Member
Date:
04/24/2026
Jeremy C. Green
Signature:
/s/ Jeremy C. Green
Name/Title:
Jeremy C. Green
Date:
04/24/2026
RedCo II Offshore SPV LLC
Signature:
/s/ Jeremy C. Green
Name/Title:
Managing Member of Redmile Group, LLC, its manager
Date:
04/24/2026
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.
