ADC Therapeutics SA received a Schedule 13G from TCG Crossover Fund II and related parties reporting a significant passive stake. The reporting persons collectively beneficially own 11,390,175 common shares, representing 9.2% of the outstanding common shares.
The shares are held of record by TCG Crossover Fund II, with TCG Crossover GP II as general partner and Chen Yu as sole managing member, giving them shared voting and dispositive power. The ownership percentage is based on 123,877,111 common shares outstanding as of October 31, 2025. The filers certify the holdings are not for the purpose of changing or influencing control of ADC Therapeutics.
Positive
None.
Negative
None.
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)
10/27/2025
(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
TCG Crossover GP II, 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
11,390,175.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,390,175.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,390,175.00
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)
9.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover II (as defined in Item 2(a) below). TCG Crossover GP II (as defined in Item 2(a) below) is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 123,877,111 Common Shares outstanding as of October 31, 2025, as reported by the Issuer (as defined in Item 1(a) below) in its quarterly report filed with the Securities and Exchange Commission (the Commission) on November 10, 2025 (the Form 10-Q).
SCHEDULE 13G
CUSIP No.
H0036K147
1
Names of Reporting Persons
TCG Crossover Fund II, 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
11,390,175.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,390,175.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,390,175.00
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)
9.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 123,877,111 Common Shares outstanding as of October 31, 2025, as reported by the Issuer in its Form 10-Q.
SCHEDULE 13G
CUSIP No.
H0036K147
1
Names of Reporting Persons
Chen Yu
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 STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,390,175.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,390,175.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,390,175.00
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)
9.2 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 123,877,111 Common Shares outstanding as of October 31, 2025, as reported by the Issuer in its 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, Epalinges, Switzerland, 1066
Item 2.
(a)
Name of person filing:
This joint statement on Schedule 13G is being filed by TCG Crossover Fund II, L.P. (TCG Crossover II), TCG Crossover GP II, LLC (TCG Crossover GP II, and together with TCG Crossover II, the Reporting Entities) and Chen Yu (the Reporting Individual). The Reporting Entities and the Reporting Individual are collectively referred to as the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached to this Statement as Exhibit 1. Other than those securities reported herein as being held directly by such Reporting Person, each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is 245 Lytton Ave., Suite 350, Palo Alto, CA 94301.
(c)
Citizenship:
TCG Crossover GP II is a limited liability company organized under the laws of the State of Delaware. TCG Crossover II is a limited partnership organized under the laws of the State of Delaware. The Reporting Individual is a citizen of the United States of America.
(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:
See Row 9 of the cover page for each Reporting Person and the corresponding comments.
(b)
Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding comments.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person and the corresponding comments.
(ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person and the corresponding comments.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person and the corresponding comments.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person and the corresponding comments.
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Under certain circumstances set forth in the limited partnership agreements of TCG Crossover II and the limited liability company agreement of TCG Crossover GP II, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.
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.
TCG Crossover GP II, LLC
Signature:
/s/ Craig Skaling
Name/Title:
Craig Skaling, Authorized Signatory
Date:
02/17/2026
TCG Crossover Fund II, L.P.
Signature:
/s/ Craig Skaling
Name/Title:
Craig Skaling, Authorized Signatory
Date:
02/17/2026
Chen Yu
Signature:
/s/ Craig Skaling
Name/Title:
Craig Skaling, as Attorney-in-Fact for Chen Yu
Date:
02/17/2026
Exhibit Information
Exhibit 1: Joint Filing Agreement, dated February 17, 2026, by and among the Reporting Persons (filed herewith).
What ownership stake in ADC Therapeutics (ADCT) is reported in this Schedule 13G?
The filing reports that the group beneficially owns 11,390,175 common shares of ADC Therapeutics, equal to 9.2% of the company’s outstanding common shares based on 123,877,111 shares outstanding as of October 31, 2025, as stated in the issuer’s Form 10-Q.
Who are the reporting persons in the ADC Therapeutics (ADCT) Schedule 13G?
The reporting persons are TCG Crossover Fund II, L.P., TCG Crossover GP II, LLC, and Chen Yu. TCG Crossover GP II is the general partner of TCG Crossover II, and Chen Yu is the sole managing member, giving them shared voting and dispositive power over the reported shares.
Is the 9.2% ADCT stake reported as a passive investment?
Yes. The filers certify the securities were not acquired and are not held for the purpose of changing or influencing control of ADC Therapeutics. They also state the holdings are not in connection with any transaction intended to change control, other than activities relating to a nomination under Rule 14a-11.
How is voting and dispositive power over ADC Therapeutics (ADCT) shares allocated?
The filing shows zero sole voting or dispositive power and 11,390,175 shares of shared voting and shared dispositive power for each reporting person. The shares are held by TCG Crossover II, with TCG Crossover GP II and Chen Yu deemed to share voting and investment authority through their roles.
What share count did the filers use to calculate their 9.2% ownership of ADCT?
The 9.2% ownership figure is based on 123,877,111 ADC Therapeutics common shares outstanding as of October 31, 2025. That share count is taken from the company’s Form 10-Q, which the filers reference when calculating their percentage of the class.