Redmile Group and affiliates report a significant passive stake in ADC Therapeutics. Redmile Group, Jeremy C. Green and RedCo II Master Fund jointly report beneficial ownership of 15,666,731 common shares, representing 12.7% of ADC Therapeutics’ common stock, based on 123,877,111 shares outstanding as of October 31, 2025.
Within this, RedCo II Master Fund, L.P. is attributed 13,145,712 shares, or 10.6% of the class. The group also holds pre-funded warrants that could deliver up to 27,743,685 additional shares for certain Redmile clients, including 22,445,224 for RedCo II, but these are blocked from exercise above a 9.99% ownership threshold.
The filers certify the securities were not acquired and are not held to change or influence control of ADC Therapeutics, indicating a passive investment intent under Schedule 13G/A.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
ADC Therapeutics SA
(Name of Issuer)
Common Shares, par value CHF 0.08 per share
(Title of Class of Securities)
H0036K147
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
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
15,666,731.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,666,731.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,666,731.00
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)
12.7 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: Redmile Group, LLC's beneficial ownership of the Issuer's common shares ("Common Stock") is comprised of 15,666,731 shares of Common Stock owned by certain private investment vehicles managed by Redmile Group, LLC (collectively, the "Redmile Clients"), including RedCo II Master Fund, L.P. ("RedCo II"), which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Clients. 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 123,877,111 shares of Common Stock outstanding as of October 31, 2025, as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2025 filed with the Securities and Exchange Commission (the "SEC") on November 10, 2025 (the "Form 10-Q").
SCHEDULE 13G
CUSIP No.
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
15,666,731.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,666,731.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,666,731.00
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)
12.7 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Jeremy C. Green's beneficial ownership of the Common Stock is comprised of 15,666,731 shares of Common Stock owned by the Redmile Clients, including RedCo II, which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Clients. 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 123,877,111 shares of Common Stock outstanding as of October 31, 2025, as reported by the Issuer in the Form 10-Q.
SCHEDULE 13G
CUSIP No.
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
13,145,712.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,145,712.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,145,712.00
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)
10.6 %
12
Type of Reporting Person (See Instructions)
PN, FI
Comment for Type of Reporting Person: Percentage based on 123,877,111 shares of Common Stock outstanding as of October 31, 2025, as reported by the Issuer in the Form 10-Q.
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, 1066 Epalinges, Switzerland
Item 2.
(a)
Name of person filing:
Redmile Group, LLC
Jeremy C. Green
RedCo II Master Fund, L.P.
(b)
Address or principal business office or, if none, residence:
Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
Jeremy C. Green
c/o Redmile Group, LLC (NY Office)
45 W. 27th Street, Floor 11
New York, NY 10001
RedCo II Master Fund, L.P.
c/o Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
(c)
Citizenship:
Redmile Group, LLC: Delaware
Jeremy C. Green: United Kingdom
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 - 15,666,731 (1)
Jeremy C. Green - 15,666,731 (1)
RedCo II Master Fund, L.P. - 13,145,712 (2)
(b)
Percent of class:
Redmile Group, LLC - 12.7% (3)
Jeremy C. Green - 12.7% (3)
RedCo II Master Fund, L.P. - 10.6% (3)
(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 Master Fund, L.P. - 0
(ii) Shared power to vote or to direct the vote:
Redmile Group, LLC - 15,666,731 (1)
Jeremy C. Green - 15,666,731 (1)
RedCo II Master Fund, L.P. - 13,145,712 (2)
(iii) Sole power to dispose or to direct the disposition of:
Redmile Group, LLC - 0
Jeremy C. Green - 0
RedCo II Master Fund, L.P. - 0
(iv) Shared power to dispose or to direct the disposition of:
Redmile Group, LLC - 15,666,731 (1)
Jeremy C. Green - 15,666,731 (1)
RedCo II Master Fund, L.P. - 13,145,712 (2)
(1) The shares of the Issuer's Common Stock reported herein are held by certain Redmile Clients, including RedCo II, for which Redmile Group, LLC is the investment manager/adviser and, in such capacity, exercises voting and investment power over all of the shares of Common Stock held by the Redmile Clients and may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the principal of Redmile Group, LLC and also may be deemed to be the beneficial owner of these shares. 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. The shares of Common Stock beneficially owned by Redmile Group, LLC and Mr. Green exclude 27,743,685 shares issuable upon the exercise of the pre-funded warrants held by certain Redmile Clients, including RedCo II, as such warrants include a provision that a holder is prohibited from exercising such warrants to the extent that, upon such exercise, the shares of Common Stock then beneficially owned by the holder and its affiliates and any other person or entity with whom the exercising holder's beneficial ownership would be aggregated for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended (the "Act"), would exceed 9.99% of the total number of shares of Common Stock outstanding immediately after giving effect to such exercise.
(2) The shares of Common Stock beneficially owned by RedCo II exclude 22,445,224 shares issuable upon the exercise of the pre-funded warrants held by RedCo II, as such warrants include a provision that a holder is prohibited from exercising such warrants to the extent that, upon such exercise, the shares of Common Stock then beneficially owned by the holder and its affiliates and any other person or entity with whom the exercising holder's beneficial ownership would be aggregated for purposes of Section 13(d) under the Act, would exceed 9.99% of the total number of shares of Common Stock outstanding immediately after giving effect to such exercise.
(3) Percentage based on 123,877,111 shares of Common Stock outstanding as of October 31, 2025, as reported by the Issuer in the Form 10-Q.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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:
02/17/2026
Jeremy C. Green
Signature:
/s/ Jeremy C. Green
Name/Title:
Jeremy C. Green
Date:
02/17/2026
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.
How much of ADC Therapeutics (ADCT) does Redmile currently own?
Redmile Group and affiliates report beneficial ownership of 15,666,731 ADC Therapeutics common shares, equal to 12.7% of the company. This percentage is calculated against 123,877,111 shares outstanding as of October 31, 2025, as disclosed in ADC Therapeutics’ Form 10-Q.
What portion of ADC Therapeutics (ADCT) is held by RedCo II Master Fund, L.P.?
RedCo II Master Fund, L.P. is reported as beneficial owner of 13,145,712 ADC Therapeutics shares, representing 10.6% of the class. These shares are held with shared voting and dispositive power, with no sole voting or dispositive authority reported for RedCo II.
Do Redmile and Jeremy C. Green have sole voting power over their ADCT shares?
No, Redmile Group and Jeremy C. Green report zero sole voting or dispositive power over ADC Therapeutics shares. They report shared voting and shared dispositive power over 15,666,731 common shares held by certain Redmile-managed investment vehicles, including RedCo II Master Fund.
What is the 9.99% ownership limitation mentioned in the ADCT Schedule 13G/A?
The filing describes a 9.99% ownership cap on exercising certain pre-funded warrants. These warrants cannot be exercised if doing so would push the holder’s beneficial ownership above 9.99% of ADC Therapeutics’ outstanding common shares immediately after exercise, limiting additional equity exposure.
How many additional ADCT shares are underlying Redmile’s pre-funded warrants?
Redmile-managed clients hold pre-funded warrants for up to 27,743,685 additional ADC Therapeutics shares. Of this, RedCo II’s portion is 22,445,224 shares. These underlying shares are excluded from current beneficial ownership calculations due to the 9.99% exercise blocker provision.
Is Redmile seeking to control ADC Therapeutics (ADCT) with this stake?
The investors certify they did not acquire and do not hold the securities to change or influence control of ADC Therapeutics. They filed on Schedule 13G/A, which is for passive holders, and explicitly state the holdings are not in connection with any control-related transaction.
Who are the reporting persons in the ADC Therapeutics (ADCT) Schedule 13G/A?
The Schedule 13G/A lists Redmile Group, LLC, Jeremy C. Green, and RedCo II Master Fund, L.P. as reporting persons. Redmile acts as investment manager to certain private investment vehicles, while Jeremy C. Green is the principal of Redmile and signs on behalf of the reporting entities.
