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  4. [Form 3] Adlai Nortye Ltd. Initial Statement of Beneficial Ownership

Adlai Nortye Ltd. (ANL) director reports ADS holdings and RSU awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Adlai Nortye Ltd. director Sawhney Roger reports beneficial ownership of 9,838 American Depositary Shares held directly. He also has indirect interests in 4,162 and 4,000 Restricted Share Units through an ESOP, each RSU representing one ADS, with 4,162 RSUs vesting quarterly from August 2026 through August 2027.

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Insider Sawhney Roger
Role Director
Type Security Shares Price Value
holding Restricted Share Units -- -- --
holding Restricted Share Units -- -- --
holding American Depositary Shares -- -- --
Holdings After Transaction: Restricted Share Units — 8,162 shares (Indirect, Held by ESOP(Nortye International Limited)); American Depositary Shares — 9,838 shares (Direct)
Footnotes (1)
  1. Do not have an expiration date. Each RSU represents a right to receive one (1)share of ADS upon settlement. Vests quarterly: 834 ADSs on 8/8/2026, 11/8/2026, 2/8/2027, and 5/8/2027; remaining 826 ADSs on 8/8/2027.
Direct ADS holdings 9,838 American Depositary Shares ADS held directly by Sawhney Roger following the reported holdings
Indirect RSUs via ESOP (award 1) 4,162 Restricted Share Units RSUs held indirectly through ESOP, each representing one ADS
Indirect RSUs via ESOP (award 2) 4,000 Restricted Share Units Additional RSUs held indirectly through ESOP with 4,000 underlying ADSs
Quarterly vesting tranches 834 ADS each date Portions of the 4,162 RSUs vest on 8/8/2026, 11/8/2026, 2/8/2027 and 5/8/2027
Final vesting tranche 826 ADS Remaining portion of the 4,162 RSUs vesting on 8/8/2027
American Depositary Shares financial
"Security title listed as American Depositary Shares held directly."
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
Restricted Share Units financial
"Security title Restricted Share Units with underlying American Depositary Shares."
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
ESOP financial
"Nature of ownership noted as Held by ESOP(Nortye International Limited)."
An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.
indirect ownership financial
"Ownership_type recorded as indirect for RSU awards held via ESOP."

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FAQ

What insider holdings did Sawhney Roger report in Adlai Nortye (ANL) on this Form 3?
Sawhney Roger reported 9,838 American Depositary Shares held directly and two indirect RSU awards for 4,162 and 4,000 ADS equivalents through an ESOP, reflecting his initial disclosed equity interests in Adlai Nortye Ltd.

How many American Depositary Shares does Sawhney Roger hold directly in ANL?
He holds 9,838 American Depositary Shares directly. This figure represents his direct ADS position in Adlai Nortye Ltd. as disclosed in the Form 3, separate from additional RSU awards held indirectly through an ESOP structure.

What Restricted Share Unit positions tied to ANL did Sawhney Roger disclose?
He disclosed indirect interests in 4,162 and 4,000 Restricted Share Units, each linked to one American Depositary Share. Both RSU awards are held through an ESOP associated with Nortye International Limited rather than in his personal name.

What is the vesting schedule for Sawhney Roger’s 4,162 ANL RSUs?
The 4,162 RSUs vest quarterly as 834 ADSs on 8/8/2026, 11/8/2026, 2/8/2027 and 5/8/2027, with the remaining 826 ADSs vesting on 8/8/2027, creating a staged release of shares over five vesting dates.

Do Sawhney Roger’s ANL Restricted Share Units have an expiration date or conversion ratio?
The RSUs do not have an expiration date. Each Restricted Share Unit represents the right to receive one American Depositary Share upon settlement, giving a clear one-for-one relationship between RSUs and the underlying ADSs.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Sawhney Roger
(Last)(First)(Middle)
685 US-1, NORTH BRUNSWICK
(Street)
NEW BRUNSWICK NEW JERSEY 08902
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026		3. Issuer Name and Ticker or Trading Symbol
Adlai Nortye Ltd. [ ANL ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
American Depositary Shares9,838D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units03/22/2027 (1)American Depositary Shares4,000(2)IHeld by ESOP(Nortye International Limited)
Restricted Share Units (3) (1)American Depositary Shares4,162(2)IHeld by ESOP(Nortye International Limited)
Explanation of Responses:
1. Do not have an expiration date.
2. Each RSU represents a right to receive one (1)share of ADS upon settlement.
3. Vests quarterly: 834 ADSs on 8/8/2026, 11/8/2026, 2/8/2027, and 5/8/2027; remaining 826 ADSs on 8/8/2027.
/s/ Roger Sawhney07/14/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR