Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
ADC Therapeutics SA shares: Bain Capital Life Sciences Opportunities IV, L.P. reports that it may be deemed to beneficially own 14,825,625 common shares, or 9.99%, as of October 22, 2026. Its reported holdings include 7,000,000 common shares and pre-funded warrants to purchase up to 22,703,927 common shares; the beneficial-ownership figure includes 7,825,625 shares issuable upon partial warrant exercise.
The warrants cannot be exercised if doing so would cause Bain Capital to beneficially own more than 9.99% of the common shares issued and outstanding immediately after exercise. The reporting person has shared voting and dispositive power over 14,825,625 shares and no sole voting or dispositive power.
Key Figures
Common shares beneficially owned:14,825,625 sharesBeneficial ownership percentage:9.99%Common shares held:7,000,000 shares+4 more
7 metrics
Common shares beneficially owned14,825,625 sharesBain Capital's reported beneficial ownership as of October 22, 2026
Beneficial ownership percentage9.99%Bain Capital's reported percentage as of October 22, 2026
Common shares held7,000,000 sharesHeld by Bain Capital as of October 22, 2026
Pre-funded warrant sharesUp to 22,703,927 common sharesShares purchasable under warrants held by Bain Capital as of October 22, 2026
Shares issuable upon partial warrant exercise7,825,625 sharesAmount reflected in the beneficial-ownership calculation
Common shares outstanding127,667,695 sharesAs of August 3, 2026
Common shares sold in private placement12,911,347 sharesADC Therapeutics private placement on October 22, 2026
"pre-funded warrants to purchase up to 22,703,927 Common Shares"
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.
Beneficial Ownership Blockertechnical
"the “Beneficial Ownership Blocker”"
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.
Rule 13d-3regulatory
"pursuant to Rule 13d-3 of the Act"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many ADCT shares does Bain Capital report beneficially owning?
Bain Capital Life Sciences Opportunities IV, L.P. may be deemed to beneficially own 14,825,625 common shares, or 9.99%, as of October 22, 2026.
What share counts were used to calculate Bain Capital's ADCT ownership percentage?
The percentage calculation uses 127,667,695 common shares outstanding as of August 3, 2026, 12,911,347 common shares sold by ADC Therapeutics in a private placement on October 22, 2026, and 7,825,625 shares issuable upon partial exercise of Bain Capital's pre-funded warrants.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ADC Therapeutics SA
(Name of Issuer)
Common Shares, par value CHF 0.08 per share
(Title of Class of Securities)
H0036K147
(CUSIP Number)
10/22/2026
(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
Bain Capital Life Sciences Opportunities IV, 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,825,625.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,825,625.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,825,625.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ADC Therapeutics SA
(b)
Address of issuer's principal executive offices:
Route de la Corniche 3B, 1066 Epalinges, Switzerland.
Item 2.
(a)
Name of person filing:
This Schedule 13G is being filed by Bain Capital Life Sciences Opportunities IV, L.P., a Delaware limited partnership (the "Reporting Person").
Bain Capital Life Sciences Investors, LLC, a Delaware limited liability company ("BCLSI"), is the manager of Bain Capital Life Sciences IV General Partner, LLC, a Delaware limited liability company ("BCLS Fund IV GP"), which is the general partner of Bain Capital Life Sciences Fund IV, L.P., a Delaware limited partnership ("BCLS Fund IV"), which is the sole member of Bain Capital Life Sciences Opportunities IV GP, LLC, a Delaware limited liability company (together with the Reporting Person, BCLSI, BCLS Fund IV GP and BCLS Fund IV, the "Bain Capital Life Sciences Entities"), which is the general partner of the Reporting Person. As a result, BCLSI may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Person.
(b)
Address or principal business office or, if none, residence:
The principal business address for each of the Bain Capital Life Sciences Entities is 200 Clarendon Street, Boston, Massachusetts 02116.
(c)
Citizenship:
Each of the Bain Capital Life Sciences Entities is organized under the laws of the State of Delaware.
(d)
Title of class of securities:
Common Shares, par value CHF 0.08 per share
(e)
CUSIP Number(s):
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:
As of October 22, 2026, the Reporting Person held 7,000,000 Common Shares and pre-funded warrants to purchase up to 22,703,927 Common Shares. The Reporting Person is prohibited from exercising the pre-funded warrants if, as a result of such exercise, the Reporting Person would beneficially own more than 9.99% of the total number of Common Shares then issued and outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Blocker"). Accordingly, pursuant to Rule 13d-3 of the Act, the Reporting Person may be deemed to beneficially own 9.99% of the outstanding Common Shares, representing 14,825,625 Common Shares as of October 22, 2026.
The percentage of the outstanding Common Shares held by the Reporting Person is based on (i) 127,667,695 Common Shares outstanding as of August 3, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 13, 2026, (ii) 12,911,347 Common Shares sold by the Issuer in a private placement on October 22, 2026, as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on October 13, 2026, and (iii) 7,825,625 Common Shares issuable upon the partial exercise of the pre-funded warrants held by the Reporting Person, which reflects the Beneficial Ownership Blocker.
(b)
Percent of class:
See Item 4(a) hereof.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
See Item 4(a) hereof.
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
See Item 4(a) hereof.
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.
Not Applicable
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.
Bain Capital Life Sciences Opportunities IV, L.P.
Signature:
/s/ Andrew Hack
Name/Title:
Andrew Hack, Partner of Bain Capital Life Sciences Investors, LLC
Date:
10/29/2026
Comments accompanying signature: Bain Capital Life Sciences Investors, LLC is the manager of Bain Capital Life Sciences IV General Partner, LLC, which is the general partner of Bain Capital Life Sciences Fund IV, L.P., which is the sole member of Bain Capital Life Sciences Opportunities IV GP, LLC, which is the general partner of the Reporting Person.
