Adaptive Biotechnologies (Nasdaq: ADPT) sells $345M 0% notes and repays OrbiMed deal

Rhea-AI Filing Summary

Adaptive Biotechnologies Corporation issued $345 million of 0% Convertible Senior Notes due 2031 in a private offering to qualified institutional buyers. The notes are senior unsecured obligations, carry no cash interest, and are convertible into common stock at an initial price of about $24.11 per share, a 40% premium to the June 16, 2026 share price of $17.22.

The company expects net proceeds of about $334.5 million, of which it used $156.9 million to repay in full its revenue interest obligations under the OrbiMed Purchase Agreement, $25.6 million to fund capped call transactions, and $25.0 million to repurchase 1,451,800 shares of common stock in privately negotiated transactions. The remainder will support general corporate purposes and initiatives in its minimal residual disease (MRD) business. Capped call transactions with a cap price of $34.44 per share are designed to reduce potential dilution or excess cash payments upon conversion, subject to limitations.

Insights

Capital structure and credit analyst

Adaptive raises $345M 0% convertible debt, repays OrbiMed revenue interest, and manages dilution with capped calls.

Adaptive Biotechnologies issued $345 million of 0% Convertible Senior Notes due 2031, securing long-dated, non-cash interest financing. The initial conversion price is about $24.11 per share, a 40.0% premium to the $17.22 share price, which sets the equity-linked terms well above the reference price.

Net proceeds of about $334.5 million fund several actions: repayment of the OrbiMed Purchase Agreement for $156.9 million, a 156% return on the original Purchaser Payment; a $25.0 million repurchase of 1,451,800 shares; and $25.6 million for capped call transactions. These moves exchange a revenue-sharing obligation tied to GAAP revenue for fixed-principal convertible debt and equity-linked hedges.

The capped call transactions, with an initial cap price of $34.44 per share (a 100% premium to $17.22), are expected to mitigate dilution or extra cash outlay upon conversion up to that level. Actual impact on leverage, dilution, and trading dynamics will depend on future stock performance, conversion behavior, and any further note redemptions or repurchases outlined in the indenture.

8-K Event Classification

6 items: 1.01, 1.02, 2.03, 3.02, 8.01, 9.01

6 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Convertible notes issued: $345 million principal Net proceeds: $334.5 million Conversion rate: 41.4800 shares per $1,000 +5 more

8 metrics

Convertible notes issued $345 million principal 0% Convertible Senior Notes due 2031

Net proceeds $334.5 million Net from notes after discounts and expenses

Conversion rate 41.4800 shares per $1,000 Initial conversion rate for notes

Conversion price $24.11 per share Initial conversion price, 40.0% premium to $17.22

Capped call cap price $34.44 per share Initial cap, 100% premium to $17.22

OrbiMed payoff $156.9 million Repayment at 156% Return Cap

Share repurchase $25.0 million Cost to repurchase 1,451,800 shares

Shares underlying notes (max) 20,034,840 shares Maximum shares issuable upon conversion at 58.0720 rate

Key Terms

0% Convertible Senior Notes due 2031, capped call transactions, Fundamental Change, OrbiMed Purchase Agreement, +1 more

5 terms

0% Convertible Senior Notes due 2031 financial

"issued $345 million in aggregate principal amount of 0% Convertible Senior Notes due 2031"

capped call transactions financial

"entered into privately negotiated capped call transactions with certain of the initial purchasers"

Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.

Fundamental Change financial

"If a Fundamental Change (as defined in the Indenture) occurs, then, subject to a limited exception"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

OrbiMed Purchase Agreement financial

"repayment of the OrbiMed Purchase Agreement (as described below)"

Revenue Interests financial

"repurchase all Revenue Interests (as defined below) and repay in full all of its obligations"

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Understanding 8-K Material Events →

Adaptive Biotechnologies Corp false 0001478320 0001478320 2026-06-15 2026-06-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2026

ADAPTIVE BIOTECHNOLOGIES CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Washington		001-38957		27-0907024
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1665 Eastlake Avenue East, Suite 200, Seattle, Washington		98102
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (206) 659-0067

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		ADPT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

0% Convertible Senior Notes due 2031

On June 22, 2026, Adaptive Biotechnologies Corporation (the “Company”) issued $345 million in aggregate principal amount of 0% Convertible Senior Notes due 2031 (the “Notes”). The Notes issued include the full exercise by the initial purchasers on June 17, 2026 of their option to purchase an additional $45 million in aggregate principal amount of Notes.

Use of Proceeds

The Company’s net proceeds from this offering were approximately $334.5 million, after deducting the initial purchasers’ discounts and commissions and the Company’s estimated offering expenses. The Company used approximately $25.6 million of the net proceeds from the offering to pay the cost of the capped call transactions described below. The Company used approximately $25.0 million of the net proceeds from the offering to repurchase 1,451,800 shares of common stock in privately negotiated transactions through one of the initial purchasers or its affiliate. The Company used $156.9 million the net proceeds from the offering for the repayment of the OrbiMed Purchase Agreement (as described below). The remainder of the net proceeds from the offering will be held for general corporate purposes and opportunistic initiatives in the MRD business.

Indenture

The Company issued the Notes pursuant to an indenture (the “Indenture”), dated as of June 22, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

The Notes will mature on July 1, 2031, unless earlier converted, redeemed or repurchased. The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Notes are the Company’s senior, unsecured obligations and are (i) equal in right of payment with the Company’s existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, of the Company’s subsidiaries.

Before the close of business on the business day immediately before April 1, 2031, noteholders will have the right to convert their Notes only upon the occurrence of certain events. From and including April 1, 2031, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. The initial conversion rate is 41.4800 shares of common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $24.11 per share of common stock. The initial conversion price represents a premium of approximately 40.0% over the last reported sale price of $17.22 per share of the Company’s common stock on June 16, 2026. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

The Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company’s option at any time, and from time to time, on or after July 1, 2029 and on or before the 40th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. In addition, the Notes will be redeemable, in whole and not in part, at the Company’s option at any time, if the aggregate principal amount of the Notes that remain outstanding is less than 15% of the aggregate principal amount of Notes initially issued under the Indenture and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the redemption date.

If a Fundamental Change (as defined in the Indenture) occurs, then, subject to a limited exception, noteholders may require the Company to repurchase their Notes for cash. The repurchase price will be equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the applicable repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the common stock.

The Indenture contains customary provisions relating to the occurrence of an “Event of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of special interest or additional interest on the Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) a default in the Company’s obligation to convert a Note upon the exercise of the conversion right with respect thereto, if such default is not cured within three business days after its occurrence; (iv) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (v) a default by the Company in its other agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (vi) certain defaults by the Company or any of its significant subsidiaries with respect to indebtedness for money borrowed of at least $50,000,000; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of its significant subsidiaries.

If an Event of Default involving bankruptcy, insolvency or reorganization with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and accrued and unpaid interest, if any, on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then the Trustee, by notice to the Company, or noteholders of at least 25% aggregate principal amount of the Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest, if any, on all of the Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive additional interest on the Notes during the first 180 days after the occurrence of such Event of Default at a rate per annum equal to 0.25% on the principal amount of the Notes and, thereafter, at a rate per annum equal to 0.50% on the principal amount of the Notes.

The above description of the Indenture and the Notes is a summary and is not complete. A copy of the Indenture and the form of the Notes are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Indenture and the Notes set forth in such exhibits.

Capped Call Transactions

On June 16, 2026, in connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions (the “Base Capped Call Transactions”) with certain of the initial purchasers or their affiliates and certain other financial institutions (the “Option Counterparties”). In addition, on June 17, 2026, in connection with the initial purchasers’ exercise in full of their option to purchase additional Notes, the Company entered into additional capped call transactions (the “Additional Capped Call Transactions,” and, together with the Base Capped Call Transactions, the “Capped Call Transactions”) with each of the Option Counterparties. The Capped Call Transactions are generally expected to reduce the potential dilution to the Company’s common stock upon any conversion of the Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions is initially $34.44 per share of the Company’s common stock, representing a premium of 100% over the last reported sale price of the Company’s common stock of $17.22 per share on June 16, 2026.

The Capped Call Transactions are separate transactions entered into by the Company with the Option Counterparties, are not part of the terms of the Notes and will not change the noteholders’ rights. Noteholders will not have any rights with respect to the Capped Call Transactions.

The description of the Capped Call Transactions above is qualified in its entirety by reference to the full text of the form of the capped call confirmation relating to the Capped Call Transactions, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

OrbiMed Waiver Agreement

The disclosure set forth in Item 1.02 below is incorporated by reference into this Item 1.01.

Item 1.02 Termination of Material Definitive Agreement

On June 22, 2026, the Company used $156.9 million of proceeds from the Notes offering to repurchase all Revenue Interests (as defined below) and repay in full all of its obligations under the revenue interest purchase agreement (the

“OrbiMed Purchase Agreement”), dated September 12, 2022, with OrbiMed Royalty & Credit Opportunities IV, LP (“OrbiMed”), an affiliate of OrbiMed Advisors LLC, as collateral agent and administrative agent for the purchasers party thereto (the “Purchasers”). Pursuant to the OrbiMed Purchase Agreement, the Company had received $124.4 million from the Purchasers (the “Purchaser Payment”), net of expenses. As consideration for such payments, the Purchasers had the right to receive certain revenue interest payments from the Company each quarter based on a current rate of five percent of all GAAP revenue, subject to adjustment in September 2028 as provided in the OrbiMed Purchase Agreement (the “Revenue Interests”). OrbiMed was entitled to 100% of the revenue interest payments until it received a total cumulative value of 165% of the Purchaser Payment (the “Return Cap”), unless full repayment of the amount of the Return Cap has not been made by September 12, 2032, in which case the Return Cap shall be increased to 175% of the Purchaser Payment.

In connection with the Notes offering, on June 15, 2026, OrbiMed and the Company entered into a Waiver Agreement (the “Waiver Agreement”), pursuant to which OrbiMed waived various covenants in the OrbiMed Purchase Agreement that otherwise would have restricted the Company’s ability to conduct the offering, conditioned on the Company repaying the Purchaser Payment at a Return Cap of 156%, which resulted in a payoff amount of $156.9 million, pursuant to customary payoff documentation.

The description of the Waiver Agreement is qualified in its entirety by reference to the full text of the Waiver Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.02.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons reasonably believed to be “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of common stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company with its security holders where no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of common stock. Initially, a maximum of 20,034,840 shares of the Company’s common stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 58.0720 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

Neither the Notes nor the underlying common stock (if conversions of the Notes are settled through delivery of common stock) have been registered under the Securities Act or may be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Item 8.01 Other Events.

On June 17, 2026, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or any shares of common stock issuable upon conversion of the Notes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
4.1		Indenture, dated as of June 22, 2026, between Adaptive Biotechnologies Corporation and U.S. Bank Trust Company, National Association, as Trustee
4.2		Form of 0% Convertible Senior Notes due 2031 (included as Exhibit A to Exhibit 4.1)
10.1		Form of Capped Call Confirmation
10.2		Waiver Agreement, dated as of June 15, 2026, among Adaptive Biotechnologies Corporation, OrbiMed Royalty & Credit Opportunities IV, LP, OrbiMed Royalty & Credit Opportunities III, LP and OrbiMed Royalty & Credit Opportunities IV Offshore, LP
99.1		Press Release dated June 17, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				Adaptive Biotechnologies Corporation
Date: June 22, 2026				By:		/s/ Kyle Piskel
						Kyle Piskel
						Chief Financial Officer

Exhibit 99.1

Adaptive Biotechnologies Corporation Prices Upsized $300 Million Convertible Senior Notes Offering

• Proceeds expected to be deployed to repay the OrbiMed Purchase Agreement to enhance financial flexibility

• Additional proceeds used to pay for the capped call with a premium of 100% and to repurchase $25 million of common stock to reduce potential dilution

• Remaining capital to be used for general corporate purposes and opportunistic initiatives in the MRD business

SEATTLE—(GLOBE NEWSWIRE)—June 17, 2026—Adaptive Biotechnologies Corporation (“Adaptive Biotechnologies”) (Nasdaq: ADPT) today announced the pricing of its offering of $300 million aggregate principal amount of 0% convertible senior notes due 2031 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering size was increased from the previously announced offering size of $250 million aggregate principal amount of notes. The issuance and sale of the notes are scheduled to settle on June 22, 2026, subject to customary closing conditions. Adaptive Biotechnologies also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $45 million aggregate principal amount of notes.

The notes will be senior, unsecured obligations of Adaptive Biotechnologies. The notes will not bear regular interest, and the principal amount of the notes will not accrete. The notes will mature on July 1, 2031, unless earlier repurchased, redeemed or converted. Before April 1, 2031, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and including April 1, 2031, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Adaptive Biotechnologies will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at Adaptive Biotechnologies’s election. The initial conversion rate is 41.48 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $24.11 per share of common stock. The initial conversion price represents a premium of approximately 40.0% over the last reported sale price of $17.22 per share of Adaptive Biotechnologies’s common stock on June 16, 2026. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Adaptive Biotechnologies’s option at any time, and from time to time, on or after July 1, 2029 and on or before the 40th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Adaptive Biotechnologies’s common stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. In addition, the notes will be redeemable, in whole and not in part, at Adaptive Biotechnologies’s option at any time, if the aggregate principal amount of the notes that remain outstanding is less than 15% of the aggregate principal amount of notes initially issued under the indenture and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the redemption date.

If a “fundamental change” (as defined in the indenture for the notes) occurs, then, subject to a limited exception, noteholders may require Adaptive Biotechnologies to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the applicable repurchase date.

Adaptive Biotechnologies estimates that the net proceeds from the offering will be approximately $290.8 million (or approximately $334.5 million if the initial purchasers fully exercise their option to purchase additional notes), after deducting the initial purchasers’ discounts and commissions and Adaptive Biotechnologies’s estimated offering expenses. Adaptive Biotechnologies intends to use approximately $22.3 million of the net proceeds to fund the cost of entering into the capped call transactions described below. Adaptive Biotechnologies expects to use approximately $25.0 million of the net proceeds to repurchase 1,451,800 shares of its common stock concurrently with the offering in privately negotiated transactions effected through one of the initial purchasers of the notes or its affiliate, as Adaptive Biotechnologies’s agent. Adaptive Biotechnologies intends to use the remainder of the net proceeds from the offering for the repayment of the OrbiMed Purchase Agreement, general corporate purposes and opportunistic initiatives in the MRD business. If the initial purchasers exercise their option to purchase additional notes, then Adaptive Biotechnologies intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions as described below. The concurrent repurchases of shares of Adaptive Biotechnologies’s common stock described above may result in Adaptive Biotechnologies’s common stock trading at prices that are higher than would be the case in the absence of these repurchases and may have affected the initial terms of the notes, including the initial conversion price.

In connection with the pricing of the notes, Adaptive Biotechnologies has been advised that J. Wood Capital Advisors LLC (“JWCA”), Adaptive Biotechnologies’s financial advisor with respect to the offering, has agreed to purchase approximately $10 million of shares of common stock concurrently with the offering in privately negotiated transactions with institutional investors through one of the initial purchasers or its affiliate (the “JWCA Purchase”).

In connection with the pricing of the notes, Adaptive Biotechnologies entered into privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates or one or more other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of Adaptive Biotechnologies’s common stock underlying the notes. If the initial purchasers exercise their option to purchase additional notes, then Adaptive Biotechnologies expects to enter into additional capped call transactions with the option counterparties.

The cap price of the capped call transactions will initially be $34.44 per share, which represents a premium of 100% over the last reported sale price of Adaptive Biotechnologies’s common stock of $17.22 per share on June 16, 2026, and is subject to certain adjustments under the terms of the capped call transactions.

- 2 -

The capped call transactions are expected generally to reduce the potential dilution to Adaptive Biotechnologies’s common stock upon any conversion of the notes and/or offset any potential cash payments Adaptive Biotechnologies is required to make in excess of the principal amount of converted notes, as the case may be, upon conversion of the notes. If, however, the market price per share of Adaptive Biotechnologies’s common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions.

In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to Adaptive Biotechnologies’s common stock and/or purchase shares of Adaptive Biotechnologies’s common stock concurrently with or shortly after the pricing of the notes. This activity, as well as the JWCA Purchase, could increase (or reduce the size of any decrease in) the market price of Adaptive Biotechnologies’s common stock or the notes at that time.

In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Adaptive Biotechnologies’s common stock and/or purchasing or selling Adaptive Biotechnologies’s common stock or other securities of Adaptive Biotechnologies in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and (x) are likely to do so during any observation period related to a conversion of notes or following any repurchase of notes by Adaptive Biotechnologies in connection with any fundamental change and (y) may do so following any repurchase of notes by Adaptive Biotechnologies other than in connection with any fundamental change). This activity, as well as the JWCA Purchase, could also cause or avoid an increase or decrease in the market price of Adaptive Biotechnologies’s common stock or the notes, which could affect the ability to convert the notes, and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares and value of the consideration that noteholders will receive upon conversion of the notes.

As described above, Adaptive Biotechnologies intends to use a portion of the net proceeds of the offering to repurchase shares of its common stock concurrently with the pricing of the offering in privately negotiated transactions. These repurchases, and any other repurchases of shares of Adaptive Biotechnologies’s common stock, may increase, or reduce the size of a decrease in, the trading price of Adaptive Biotechnologies’s common stock, and repurchases executed concurrently with the pricing of the offering may have affected the initial terms of the notes, including the initial conversion price.

The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of common stock issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

- 3 -

About Adaptive Biotechnologies

Adaptive Biotechnologies (“we” or “our”) is a commercial-stage biotechnology company focused on harnessing the inherent biology of the adaptive immune system to transform the diagnosis and treatment of disease. We believe the adaptive immune system is nature’s most finely tuned diagnostic and therapeutic for most diseases, but the inability to decode it has prevented the medical community from fully leveraging its capabilities. Our proprietary immune medicine platform reveals and translates the massive genetics of the adaptive immune system with scale, precision and speed. We apply our platform to partner with biopharmaceutical companies, inform drug development, and develop clinical diagnostics across our two business segments: Minimal Residual Disease (MRD) and Immune Medicine. Our commercial products and clinical pipeline enable the diagnosis, monitoring, and treatment of diseases such as cancer and autoimmune disorders. Our goal is to develop and commercialize immune-driven clinical products tailored to each individual patient.

Forward-Looking Statements

This press release includes forward-looking statements, including statements regarding the completion of the offering, the expected amount and intended use of the net proceeds and the effects of entering into the capped call transactions described above. Forward-looking statements represent Adaptive Biotechnologies’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, the satisfaction of the closing conditions related to the offering and risks relating to Adaptive Biotechnologies’s business, including those described in periodic reports that Adaptive Biotechnologies files from time to time with the SEC. Adaptive Biotechnologies may not consummate the offering described in this press release and, if the offering is consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and Adaptive Biotechnologies does not undertake to update the statements included in this press release for subsequent developments, except as required by law.

Contact Information

Karina Calzadilla, Vice President, Investor Relations and FP&A

201-396-1687

investors@adaptivebiotech.com

Erica Jones, Associate Corporate Communications Director

206-279-2423

media@adaptivebiotech.com

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FAQ

What type and size of financing did Adaptive Biotechnologies (ADPT) complete?

Adaptive Biotechnologies issued $345 million of 0% Convertible Senior Notes due 2031 in a private offering to qualified institutional buyers, creating long-term, senior unsecured financing that can convert into common stock at a premium conversion price.

How will Adaptive Biotechnologies (ADPT) use the convertible notes proceeds?

Adaptive expects net proceeds of about $334.5 million. It used $156.9 million to repay the OrbiMed Purchase Agreement, $25.6 million for capped call transactions, $25.0 million to repurchase 1,451,800 shares, and will apply the balance to general purposes and MRD initiatives.

What are the key conversion terms of Adaptive Biotechnologies’ 0% notes?

Each $1,000 principal amount of notes is initially convertible into 41.4800 shares, implying a conversion price of about $24.11 per share. This represents roughly a 40.0% premium to the $17.22 share price on June 16, 2026, with customary anti-dilution adjustments.

How did Adaptive Biotechnologies change its agreement with OrbiMed?

Adaptive and OrbiMed entered a Waiver Agreement allowing the notes offering in exchange for repaying the Purchaser Payment at a 156% Return Cap, resulting in a $156.9 million payoff that fully repurchased the revenue interests and ended the revenue-sharing obligation.

What is the purpose of Adaptive Biotechnologies’ capped call transactions?

The capped call transactions, with an initial cap price of $34.44 per share, are expected to reduce potential dilution or cash payments above principal upon conversion of the notes. They mirror the notes’ underlying share count and adjust for certain corporate events.

Did Adaptive Biotechnologies (ADPT) repurchase any common stock with this deal?

Yes. Adaptive used approximately $25.0 million of the notes’ net proceeds to repurchase 1,451,800 shares of common stock in privately negotiated transactions conducted through one of the initial purchasers or its affiliate acting as agent.

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 19.6 KB

Agreements & Contracts

• EX-10.1 EX-10.1 255.5 KB
• EX-10.2 EX-10.2 26.7 KB

Other Documents

• EX-4.1 EX-4.1 575.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB