ADC Therapeutics - 10-Q quarterly report FY2026 Q2

false2026Q2000177191012/31TrueP1Yxbrli:sharesiso4217:USDiso4217:CHFxbrli:sharesiso4217:USDxbrli:sharesadc:subsidiaryxbrli:pureadc:segment00017719102026-01-012026-06-3000017719102026-08-0300017719102026-06-3000017719102025-12-3100017719102026-04-012026-06-3000017719102025-04-012025-06-3000017719102025-01-012025-06-300001771910us-gaap:CommonStockMember2026-03-310001771910us-gaap:AdditionalPaidInCapitalMember2026-03-310001771910us-gaap:TreasuryStockCommonMember2026-03-310001771910us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-03-310001771910us-gaap:RetainedEarningsMember2026-03-3100017719102026-03-310001771910us-gaap:RetainedEarningsMember2026-04-012026-06-300001771910us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-04-012026-06-300001771910us-gaap:CommonStockMember2026-04-012026-06-300001771910us-gaap:AdditionalPaidInCapitalMember2026-04-012026-06-300001771910us-gaap:CommonStockMember2026-06-300001771910us-gaap:AdditionalPaidInCapitalMember2026-06-300001771910us-gaap:TreasuryStockCommonMember2026-06-300001771910us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-06-300001771910us-gaap:RetainedEarningsMember2026-06-300001771910us-gaap:CommonStockMember2025-12-310001771910us-gaap:AdditionalPaidInCapitalMember2025-12-310001771910us-gaap:TreasuryStockCommonMember2025-12-310001771910us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001771910us-gaap:RetainedEarningsMember2025-12-310001771910us-gaap:RetainedEarningsMember2026-01-012026-06-300001771910us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-012026-06-300001771910us-gaap:CommonStockMember2026-01-012026-06-300001771910us-gaap:AdditionalPaidInCapitalMember2026-01-012026-06-300001771910us-gaap:TreasuryStockCommonMember2026-01-012026-06-300001771910us-gaap:CommonStockMember2025-03-310001771910us-gaap:AdditionalPaidInCapitalMember2025-03-310001771910us-gaap:TreasuryStockCommonMember2025-03-310001771910us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-310001771910us-gaap:RetainedEarningsMember2025-03-3100017719102025-03-310001771910us-gaap:RetainedEarningsMember2025-04-012025-06-300001771910us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-04-012025-06-300001771910us-gaap:CommonStockMember2025-04-012025-06-300001771910us-gaap:AdditionalPaidInCapitalMember2025-04-012025-06-300001771910us-gaap:TreasuryStockCommonMember2025-04-012025-06-300001771910us-gaap:CommonStockMember2025-06-300001771910us-gaap:AdditionalPaidInCapitalMember2025-06-300001771910us-gaap:TreasuryStockCommonMember2025-06-300001771910us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-300001771910us-gaap:RetainedEarningsMember2025-06-3000017719102025-06-300001771910us-gaap:CommonStockMember2024-12-310001771910us-gaap:AdditionalPaidInCapitalMember2024-12-310001771910us-gaap:TreasuryStockCommonMember2024-12-310001771910us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001771910us-gaap:RetainedEarningsMember2024-12-3100017719102024-12-310001771910us-gaap:RetainedEarningsMember2025-01-012025-06-300001771910us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-06-300001771910us-gaap:CommonStockMember2025-01-012025-06-300001771910us-gaap:AdditionalPaidInCapitalMember2025-01-012025-06-300001771910us-gaap:TreasuryStockCommonMember2025-01-012025-06-300001771910adc:HCRWarrantsMember2026-02-180001771910adc:HCRWarrantsMember2026-06-300001771910us-gaap:LineOfCreditMemberadc:LoanAgreementMemberus-gaap:SecuredDebtMember2022-08-150001771910us-gaap:LineOfCreditMemberadc:LoanAgreementMemberus-gaap:SecuredDebtMember2022-08-152022-08-150001771910adc:LoanAgreementWarrantsMember2022-08-1500017719102022-08-152022-08-150001771910adc:LoanAgreementMember2026-04-012026-06-300001771910adc:LoanAgreementMember2026-01-012026-06-300001771910adc:LoanAgreementMember2025-04-012025-06-300001771910adc:LoanAgreementMember2025-01-012025-06-300001771910us-gaap:LineOfCreditMemberadc:LoanAgreementMemberus-gaap:SecuredDebtMember2026-06-300001771910us-gaap:LineOfCreditMemberadc:LoanAgreementMemberus-gaap:SecuredDebtMember2025-12-310001771910us-gaap:LineOfCreditMemberadc:LoanAgreementMemberus-gaap:SecuredDebtMember2026-04-012026-06-300001771910us-gaap:LineOfCreditMemberadc:LoanAgreementMemberus-gaap:SecuredDebtMember2025-04-012025-06-300001771910us-gaap:LineOfCreditMemberadc:LoanAgreementMemberus-gaap:SecuredDebtMember2026-01-012026-06-300001771910us-gaap:LineOfCreditMemberadc:LoanAgreementMemberus-gaap:SecuredDebtMember2025-01-012025-06-300001771910adc:LoanAgreementMember2026-06-3000017719102021-08-252021-08-2500017719102024-01-012024-09-3000017719102026-02-182026-02-1800017719102026-02-180001771910srt:ScenarioForecastMember2028-01-010001771910srt:ScenarioForecastMember2030-01-010001771910adc:HCRWarrantsMemberus-gaap:MeasurementInputExercisePriceMember2026-02-180001771910adc:HCRWarrantsMemberus-gaap:MeasurementInputSharePriceMember2026-02-180001771910adc:HCRWarrantsMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2026-02-180001771910adc:HCRWarrantsMemberus-gaap:MeasurementInputPriceVolatilityMember2026-02-180001771910adc:HCRWarrantsMemberus-gaap:MeasurementInputExpectedTermMember2026-02-180001771910adc:HCRWarrantsMemberadc:MeasurementInputDividendYieldMember2026-02-180001771910adc:HCRWarrantsMemberus-gaap:MeasurementInputDiscountRateMember2026-02-180001771910adc:HCRWarrantsMemberadc:MeasurementInputValueMember2026-02-1800017719102025-01-012025-09-300001771910adc:HCRWarrantsMemberus-gaap:MeasurementInputExercisePriceMember2026-06-300001771910adc:HCRWarrantsMemberus-gaap:MeasurementInputSharePriceMember2026-06-300001771910adc:HCRWarrantsMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2026-06-300001771910adc:HCRWarrantsMemberus-gaap:MeasurementInputPriceVolatilityMember2026-06-300001771910adc:HCRWarrantsMemberus-gaap:MeasurementInputExpectedTermMember2026-06-300001771910adc:HCRWarrantsMemberadc:MeasurementInputDividendYieldMember2026-06-300001771910adc:HCRWarrantsMemberus-gaap:MeasurementInputDiscountRateMember2026-06-300001771910adc:HCRWarrantsMemberadc:MeasurementInputValueMember2026-06-300001771910us-gaap:ProductMember2026-04-012026-06-300001771910us-gaap:ProductMember2025-04-012025-06-300001771910us-gaap:ProductMember2026-01-012026-06-300001771910us-gaap:ProductMember2025-01-012025-06-300001771910adc:LicenseRevenuesMember2026-04-012026-06-300001771910adc:LicenseRevenuesMember2025-04-012025-06-300001771910adc:LicenseRevenuesMember2026-01-012026-06-300001771910adc:LicenseRevenuesMember2025-01-012025-06-300001771910adc:RoyaltyRevenueMember2026-04-012026-06-300001771910adc:RoyaltyRevenueMember2025-04-012025-06-300001771910adc:RoyaltyRevenueMember2026-01-012026-06-300001771910adc:RoyaltyRevenueMember2025-01-012025-06-300001771910country:US2026-04-012026-06-300001771910country:US2025-04-012025-06-300001771910country:US2026-01-012026-06-300001771910country:US2025-01-012025-06-300001771910us-gaap:EMEAMember2026-04-012026-06-300001771910us-gaap:EMEAMember2025-04-012025-06-300001771910us-gaap:EMEAMember2026-01-012026-06-300001771910us-gaap:EMEAMember2025-01-012025-06-300001771910adc:DiscardedDrugRebateMember2026-03-310001771910adc:OtherAdjustmentsMember2026-03-310001771910adc:DiscardedDrugRebateMember2026-04-012026-06-300001771910adc:OtherAdjustmentsMember2026-04-012026-06-300001771910adc:DiscardedDrugRebateMember2026-06-300001771910adc:OtherAdjustmentsMember2026-06-300001771910adc:DiscardedDrugRebateMember2025-12-310001771910adc:OtherAdjustmentsMember2025-12-310001771910adc:DiscardedDrugRebateMember2026-01-012026-06-300001771910adc:OtherAdjustmentsMember2026-01-012026-06-300001771910adc:DiscardedDrugRebateMember2025-03-310001771910adc:OtherAdjustmentsMember2025-03-310001771910adc:DiscardedDrugRebateMember2025-04-012025-06-300001771910adc:OtherAdjustmentsMember2025-04-012025-06-300001771910adc:DiscardedDrugRebateMember2025-06-300001771910adc:OtherAdjustmentsMember2025-06-300001771910adc:DiscardedDrugRebateMember2024-12-310001771910adc:OtherAdjustmentsMember2024-12-310001771910adc:DiscardedDrugRebateMember2025-01-012025-06-300001771910adc:OtherAdjustmentsMember2025-01-012025-06-300001771910us-gaap:CustomerConcentrationRiskMemberadc:McKessonMemberus-gaap:SalesRevenueNetMember2026-04-012026-06-300001771910us-gaap:CustomerConcentrationRiskMemberadc:McKessonMemberus-gaap:SalesRevenueNetMember2025-04-012025-06-300001771910us-gaap:CustomerConcentrationRiskMemberadc:McKessonMemberus-gaap:SalesRevenueNetMember2026-01-012026-06-300001771910us-gaap:CustomerConcentrationRiskMemberadc:McKessonMemberus-gaap:SalesRevenueNetMember2025-01-012025-06-300001771910us-gaap:CustomerConcentrationRiskMemberadc:AmerisourceBergenCorporationMemberus-gaap:SalesRevenueNetMember2026-04-012026-06-300001771910us-gaap:CustomerConcentrationRiskMemberadc:AmerisourceBergenCorporationMemberus-gaap:SalesRevenueNetMember2025-04-012025-06-300001771910us-gaap:CustomerConcentrationRiskMemberadc:AmerisourceBergenCorporationMemberus-gaap:SalesRevenueNetMember2026-01-012026-06-300001771910us-gaap:CustomerConcentrationRiskMemberadc:AmerisourceBergenCorporationMemberus-gaap:SalesRevenueNetMember2025-01-012025-06-300001771910us-gaap:CustomerConcentrationRiskMemberadc:CardinalHealthMemberus-gaap:SalesRevenueNetMember2026-04-012026-06-300001771910us-gaap:CustomerConcentrationRiskMemberadc:CardinalHealthMemberus-gaap:SalesRevenueNetMember2025-04-012025-06-300001771910us-gaap:CustomerConcentrationRiskMemberadc:CardinalHealthMemberus-gaap:SalesRevenueNetMember2026-01-012026-06-300001771910us-gaap:CustomerConcentrationRiskMemberadc:CardinalHealthMemberus-gaap:SalesRevenueNetMember2025-01-012025-06-300001771910adc:A2025RestructuringMemberus-gaap:EmployeeSeveranceMember2025-01-012025-12-310001771910us-gaap:SubsequentEventMembersrt:ScenarioForecastMemberus-gaap:EmployeeSeveranceMemberadc:A2026RestructuringMember2026-09-012026-09-300001771910adc:A2019EquityIncentivePlanMember2019-11-300001771910adc:A2019EquityIncentivePlanMemberus-gaap:RestrictedStockUnitsRSUMember2026-06-012026-06-010001771910adc:A2019EquityIncentivePlanMemberus-gaap:RestrictedStockUnitsRSUMember2026-06-302026-06-300001771910adc:A2019EquityIncentivePlanMemberus-gaap:StockCompensationPlanMember2026-06-300001771910adc:A2019EquityIncentivePlanMember2026-01-012026-06-300001771910adc:A2019EquityIncentivePlanMember2025-01-012025-09-300001771910adc:A2019EquityIncentivePlanMember2026-04-012026-06-300001771910adc:A2019EquityIncentivePlanMember2025-04-012025-06-300001771910adc:A2019EquityIncentivePlanMember2025-01-012025-06-300001771910adc:ConditionalShareCapitalPlanMember2023-12-310001771910adc:ConditionalShareCapitalPlanMemberus-gaap:RestrictedStockUnitsRSUMember2025-02-132025-02-130001771910adc:ConditionalShareCapitalPlanMemberus-gaap:RestrictedStockUnitsRSUMember2026-06-302026-06-300001771910adc:ConditionalShareCapitalPlanMember2026-06-300001771910adc:ConditionalShareCapitalPlanMember2026-01-012026-06-300001771910adc:ConditionalShareCapitalPlanMember2025-01-012025-09-300001771910adc:ConditionalShareCapitalPlanMember2026-04-012026-06-300001771910adc:ConditionalShareCapitalPlanMember2025-04-012025-06-300001771910adc:ConditionalShareCapitalPlanMember2025-01-012025-06-300001771910adc:InducementPlanMember2023-12-310001771910adc:InducementPlanMember2026-06-300001771910adc:InducementPlanMember2026-01-012026-06-300001771910adc:InducementPlanMember2025-01-012025-09-300001771910adc:InducementPlanMember2026-04-012026-06-300001771910adc:InducementPlanMember2025-04-012025-06-300001771910adc:InducementPlanMember2025-01-012025-06-300001771910us-gaap:EmployeeStockOptionMember2019-11-012019-11-300001771910us-gaap:StockCompensationPlanMember2026-04-012026-06-300001771910us-gaap:StockCompensationPlanMember2026-01-012026-06-300001771910us-gaap:StockCompensationPlanMember2025-04-012025-06-300001771910us-gaap:StockCompensationPlanMember2025-01-012025-06-300001771910us-gaap:EmployeeStockOptionMember2026-01-012026-06-300001771910us-gaap:EmployeeStockOptionMember2026-04-012026-06-300001771910us-gaap:EmployeeStockOptionMembersrt:MinimumMember2025-04-012025-06-300001771910us-gaap:EmployeeStockOptionMembersrt:MinimumMember2025-01-012025-06-300001771910us-gaap:EmployeeStockOptionMember2025-04-012025-06-300001771910us-gaap:EmployeeStockOptionMember2025-01-012025-06-300001771910us-gaap:RestrictedStockUnitsRSUMembersrt:MinimumMemberadc:A2019EquityIncentivePlanMember2019-11-012019-11-300001771910us-gaap:RestrictedStockUnitsRSUMembersrt:MaximumMemberadc:A2019EquityIncentivePlanMember2019-11-012019-11-300001771910adc:A2019EquityIncentivePlanMemberus-gaap:RestrictedStockUnitsRSUMember2026-04-012026-06-300001771910adc:A2019EquityIncentivePlanMemberus-gaap:RestrictedStockUnitsRSUMember2026-01-012026-06-300001771910adc:A2019EquityIncentivePlanMemberus-gaap:RestrictedStockUnitsRSUMember2025-04-012025-06-300001771910adc:A2019EquityIncentivePlanMemberus-gaap:RestrictedStockUnitsRSUMember2025-01-012025-06-300001771910us-gaap:RestrictedStockUnitsRSUMember2025-12-310001771910us-gaap:RestrictedStockUnitsRSUMember2026-01-012026-06-300001771910us-gaap:RestrictedStockUnitsRSUMember2026-06-300001771910adc:A2022EmployeeStockPurchasePlanMemberus-gaap:EmployeeStockMember2022-06-012022-06-300001771910adc:A2022EmployeeStockPurchasePlanMember2026-04-012026-06-300001771910adc:A2022EmployeeStockPurchasePlanMember2026-01-012026-06-300001771910adc:A2022EmployeeStockPurchasePlanMember2025-04-012025-06-300001771910adc:A2022EmployeeStockPurchasePlanMember2025-01-012025-06-300001771910adc:A2019EquityIncentivePlanMemberus-gaap:EmployeeStockOptionMember2026-01-012026-06-300001771910adc:A2019EquityIncentivePlanMemberus-gaap:EmployeeStockOptionMember2025-01-012025-06-300001771910adc:InducementPlanMember2026-01-012026-06-300001771910adc:InducementPlanMember2025-01-012025-06-300001771910adc:A2019EquityIncentivePlanMemberus-gaap:RestrictedStockUnitsRSUMember2026-01-012026-06-300001771910adc:A2019EquityIncentivePlanMemberus-gaap:RestrictedStockUnitsRSUMember2025-01-012025-06-300001771910adc:ConditionalShareCapitalPlanMember2026-01-012026-06-300001771910adc:ConditionalShareCapitalPlanMember2025-01-012025-06-300001771910us-gaap:WarrantMember2026-01-012026-06-300001771910us-gaap:WarrantMember2025-01-012025-06-300001771910adc:A2022EmployeeStockPurchasePlanMember2026-01-012026-06-300001771910adc:A2022EmployeeStockPurchasePlanMember2025-01-012025-06-300001771910adc:ReportableSegmentMember2026-04-012026-06-300001771910adc:ReportableSegmentMember2025-04-012025-06-300001771910adc:ReportableSegmentMember2026-01-012026-06-300001771910adc:ReportableSegmentMember2025-01-012025-06-30

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended June 30, 2026
OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

Commission File Number: 001-39071

ADC Therapeutics SA
(Exact name of registrant as specified in its charter)


Switzerland			Not Applicable
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

Biopôle Route de la Corniche 3B 1066 Epalinges Switzerland (Address of principal executive offices) (Zip code)			+41 21 653 02 00 (Registrant’s telephone number)

N/A

(Former name or former address, if changed since last report)

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 Shares, par value CHF 0.08 per share

ADCT

The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of common shares outstanding was 127,667,695 as of August 3, 2026.

Table of Contents


PART I: FINANCIAL INFORMATION			1
Condensed Consolidated Balance Sheets (Unaudited) - June 30, 2026 and December 31, 2025			1
Condensed Consolidated Statements of Operations (Unaudited) - Three and six months ended June 30, 2026 and 2025			2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - Three and six months ended June 30, 2026 and 2025			3
Condensed Consolidated Statements of Changes in Shareholders’ (Deficit) Equity (Unaudited) - Three and six months ended June 30, 2026 and 2025			4
Condensed Consolidated Statements of Cash Flows (Unaudited) - Six months ended June 30, 2026 and 2025			6
Notes to the Condensed Consolidated Financial Statements (Unaudited)			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			21
Item 3. Quantitative and Qualitative Disclosures About Market Risk			32
Item 4. Controls and Procedures			32
PART II: OTHER INFORMATION			33
Item 1. Legal Proceedings			33
Item 1A. Risk Factors			33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			33
Item 3. Defaults Upon Senior Securities			33
Item 4. Mine Safety Disclosures			34
Item 5. Other Information			34
Item 6. Exhibits			34
Signatures			35

Unless otherwise indicated or the context otherwise requires, all references in this Quarterly Report to “ADC Therapeutics,” “ADCT,” the “Company,” “we,” “our,” “ours,” “us” or similar terms refer to ADC Therapeutics SA and its consolidated subsidiaries.

Table of Contents

FORWARD-LOOKING STATEMENTS

This Quarterly Report contains statements that constitute forward-looking statements. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future catalysts, results of operations and financial position, business and commercial strategy, market opportunities, products and product candidates, research pipeline, ongoing and planned preclinical studies and clinical trials, regulatory submissions and approvals, research and development costs, projected revenues and expenses and the timing of revenues and expenses, timing and likelihood of success, as well as plans and objectives of management for future operations are forward-looking statements. Many of the forward-looking statements contained in this Quarterly Report can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate,” “will” and “potential,” among others.

Forward-looking statements are based on our management’s beliefs and assumptions and on information available to our management at the time such statements are made. Such statements are subject to known and unknown risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to:

•the substantial net losses that we have incurred since our inception, our expectation to continue to incur losses for the foreseeable future and our need to raise additional capital to fund our operations and execute our business plan, which will depend on financial, economic and market conditions, the number of authorized shares, and other factors, over which we may have no or limited control;

•our indebtedness under the loan agreement and guaranty (the “Loan Agreement”) with certain affiliates and/or funds managed by each of Oaktree Capital Management, L.P. and Owl Rock Capital Advisors LLC, as lenders, and Blue Owl Opportunistic Master Fund I, L.P., as administrative agent, and the associated restrictive covenants thereunder;

•the purchase and sale agreement (the “Amended HCR Agreement”) with certain entities managed by HealthCare Royalty Management, LLC (“HCR”) and its negative effect on the amount of cash that we are able to generate from sales of, and licensing agreements involving, ZYNLONTA and on our attractiveness as an acquisition target;

•the uncertainties of international trade policies, including tariffs, sanctions, trade barriers and most favored nation drug pricing;

•our ability to complete clinical trials on expected timelines, if at all;

•the timing, outcome and results of ongoing or planned clinical trials and the sufficiency of such results;

•undesirable side effects or adverse events of our products and product candidates;

•our and our partners’ ability to obtain and maintain regulatory approval for our product and product candidates;

•our and our partners’ ability to successfully commercialize our products;

•the availability and scope of coverage and reimbursement for our products;

•the complexity and difficulty of manufacturing our products and product candidates;

•the substantial competition in our industry, including new technologies and therapies;

•our ability to continue to fund, or enter into collaborative or partnership arrangements for our research programs, and the timing, results and future clinical outcomes of such research programs;

•our reliance on third parties for preclinical studies and clinical trials and for the manufacture, production, storage and distribution of our products and product candidates and certain commercialization activities for our products;

•our ability to obtain, maintain and protect our intellectual property rights and our ability to operate our business without infringing on the intellectual property rights of others;

•our estimates regarding future revenue, expenses, liquidity, capital resources and needs for additional financing;

•the size and growth potential of the markets for our products and product candidates;

•potential product liability lawsuits and product recalls for our products;

•and those identified in the “Item 1A. Risk Factors” of our Annual Report on Form 10-K, and in our other reports filed with the U.S. Securities and Exchange Commission (the “SEC”), from time to time thereafter.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements, whether as a result of any new information, future events, changed circumstances or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe

Table of Contents

such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share amounts)


	June 30, 2026		December 31, 2025
ASSETS
Current assets
Cash and cash equivalents	$	219,107	$	261,338
Accounts receivable, net	28,035		29,117
Inventory	4,932		4,184
Prepaid expenses	5,380		5,612
Other current assets	4,253		6,084
Total current assets	261,707		306,335
Inventory, long-term	15,328		14,301

Operating lease right-of-use assets	1,101		1,297

Other long-term assets	1,243		1,217
Total assets	$	279,379	$	323,150
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Current liabilities
Accounts payable	$	12,761	$	9,175
Accrued expenses and other current liabilities	67,391		57,988

Senior secured term loans, current portion	6,180		3,000
Total current liabilities	86,332		70,163
Deferred royalty obligation, long-term	299,543		322,525
Senior secured term loans, long-term	110,437		112,452
Warrant obligations	4,159		—
Operating lease liabilities, long-term	946		1,034
Other long-term liabilities	6,167		2,810
Total liabilities	507,584		508,984
Commitments and contingencies (See Note 9)
Shareholders’ (deficit) equity
Common shares, at CHF 0.08 par value	11,254		11,080
Issued shares: 129,999,421 at June 30, 2026 and 128,310,010 at December 31, 2025; outstanding shares: 127,438,173 at June 30, 2026 and 125,748,762 at December 31, 2025
Additional paid-in capital	1,447,034		1,439,749
Treasury shares	(205)		(205)
At June 30, 2026: 2,561,248 and December 31, 2025: 2,561,248
Accumulated other comprehensive loss	(814)		(517)
Accumulated deficit	(1,685,474)		(1,635,941)
Total shareholders’ (deficit) equity	(228,205)		(185,834)
Total liabilities and shareholders’ (deficit) equity	$	279,379	$	323,150

The accompanying notes are an integral part of these condensed consolidated financial statements.


Table of Contents
ADC Therapeutics SA

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except share and per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Revenue
Product revenues, net	$	18,634	$	18,085	$	38,667	$	35,489
License revenues and royalties	614		754		1,432		6,383
Total revenue, net	19,248		18,839		40,099		41,872
Operating expense
Cost of product sales	(2,349)		(836)		(5,964)		(2,897)
Research and development	(17,366)		(30,090)		(37,243)		(59,018)
Selling and marketing	(12,572)		(10,147)		(25,280)		(20,700)
General and administrative	(9,701)		(8,822)		(19,597)		(18,777)
Restructuring, impairment and other related costs	(2,674)		(13,091)		(2,674)		(13,091)
Total operating expense	(44,662)		(62,986)		(90,758)		(114,483)
Loss from operations	(25,414)		(44,147)		(50,659)		(72,611)
Other income (expense)
Interest income	1,819		1,934		3,813		3,988
Interest expense	(13,508)		(12,997)		(25,857)		(25,227)
Other, net	20,538		(182)		23,170		21

Total other income (expense), net	8,849		(11,245)		1,126		(21,218)
Loss before income taxes	(16,565)		(55,392)		(49,533)		(93,829)
Income tax expense	—		(1,254)		—		(1,419)
Net loss	$	(16,565)	$	(56,646)	$	(49,533)	$	(95,248)
Net loss per share
Net loss per share, basic and diluted	$	(0.11)	$	(0.50)	$	(0.32)	$	(0.86)
Weighted average shares outstanding, basic and diluted	155,016,023		113,743,358		154,581,598		110,490,935

The accompanying notes are an integral part of these condensed consolidated financial statements.


Table of Contents
ADC Therapeutics SA

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

(in thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Net loss	$	(16,565)	$	(56,646)	$	(49,533)	$	(95,248)

Other comprehensive (loss) income:
Remeasurement of defined benefit pension liability	(43)		(46)		(87)		(88)
Foreign currency translation adjustment	31		750		(210)		1,121


Other comprehensive (loss) income	(12)		704		(297)		1,033

Total comprehensive loss	$	(16,577)	$	(55,942)	$	(49,830)	$	(94,215)

The accompanying notes are an integral part of these condensed consolidated financial statements.


Table of Contents
ADC Therapeutics SA

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

(Unaudited)

Three and Six Months Ended June 30, 2026



(in thousands, except share amounts)	Number of shares	Common shares, par value		Additional paid-in capital		Number of shares (held or received)/delivered	Treasury shares		Accumulated other comprehensive (loss) income		Accumulated deficit		Total
Balance as of March 31, 2026	129,726,364	$	11,227	$	1,442,312	(2,561,248)	$	(205)	$	(802)	$	(1,668,909)	$	(216,377)
Loss for the period	—	—		—		—	—		—		(16,565)		(16,565)
Other comprehensive loss	—	—		—		—	—		(12)		—		(12)
Vesting of RSUs	209,652	21		(21)		—	—		—		—		—
Exercise of stock options	63,405	6		112		—	—		—		—		118



Share-based compensation expense	—	—		4,631		—	—		—		—		4,631
Balance as of June 30, 2026	129,999,421	$	11,254	$	1,447,034	(2,561,248)	$	(205)	$	(814)	$	(1,685,474)	$	(228,205)



(in thousands, except share amounts)	Number of shares	Common shares, par value		Additional paid-in capital		Number of shares (held or received)/delivered	Treasury shares		Accumulated other comprehensive (loss) income		Accumulated deficit		Total
Balance as of December 31, 2025	128,310,010	$	11,080	$	1,439,749	(2,561,248)	$	(205)	$	(517)	$	(1,635,941)	$	(185,834)
Loss for the period	—	—		—		—	—		—		(49,533)		(49,533)
Other comprehensive loss	—	—		—		—	—		(297)		—		(297)
Vesting of RSUs	1,502,032	155		(155)		—	—		—		—		—
Exercise of stock options	187,379	19		304		—	—		—		—		323



Share-based compensation expense	—	—		7,136		—	—		—		—		7,136
Balance as of June 30, 2026	129,999,421	$	11,254	$	1,447,034	(2,561,248)	$	(205)	$	(814)	$	(1,685,474)	$	(228,205)


Table of Contents
ADC Therapeutics SA

Three and Six Months Ended June 30, 2025



(in thousands, except share amounts)	Number of shares	Common shares, par value		Additional paid-in capital		Number of shares (held or received)/delivered	Treasury shares		Accumulated other comprehensive (loss) income		Accumulated deficit		Total
Balance as of March 31, 2025	101,759,684	$	8,439	$	1,286,557	(2,581,398)	$	(207)	$	(1,092)	$	(1,531,920)	$	(238,223)
Loss for the period	—	—		—		—	—		—		(56,646)		(56,646)
Other comprehensive income	—	—		—		—	—		704		—		704
Vesting of RSUs	271,071	27		(27)		—	—		—		—		—
Exercise of stock options	18,565	2		32		—	—		—		—		34

Issuance of shares, underwritten offering, net of transaction costs	13,031,161	1,285		41,091		—	—		—		—		42,376
Issuance of warrants, underwritten offering, net of transaction costs	—	—		50,760		—	—		—		—		50,760
Share-based compensation expense	—	—		1,811		—	—		—		—		1,811
Balance as of June 30, 2025	115,080,481	$	9,753	$	1,380,224	(2,581,398)	$	(207)	$	(388)	$	(1,588,566)	$	(199,184)



(in thousands, except share amounts)	Number of shares	Common shares, par value		Additional paid-in capital		Number of shares (held or received)/delivered	Treasury shares		Accumulated other comprehensive (loss) income		Accumulated deficit		Total
Balance as of December 31, 2024	101,606,376	$	8,425	$	1,283,892	(2,744,974)	$	(220)	$	(1,421)	$	(1,493,318)	$	(202,642)
Loss for the period	—	—		—		—	—		—		(95,248)		(95,248)
Other comprehensive income	—	—		—		—	—		1,033		—		1,033
Vesting of RSUs	424,379	41		(41)		—	—		—		—		—
Exercise of stock options	18,565	2		32		—	—		—		—		34
Issuance of shares, 2022 Employee Stock Purchase Plan	—	—		258		163,576	13		—		—		271
Issuance of shares, underwritten offering, net of transaction costs	13,031,161	1,285		41,091		—	—		—		—		42,376
Issuance of warrants, underwritten offering, net of transaction costs	—	—		50,760		—	—		—		—		50,760
Share-based compensation expense	—	—		4,232		—	—		—		—		4,232
Balance as of June 30, 2025	115,080,481	$	9,753	$	1,380,224	(2,581,398)	$	(207)	$	(388)	$	(1,588,566)	$	(199,184)

The accompanying notes are an integral part of these condensed consolidated financial statements.


Table of Contents
ADC Therapeutics SA

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)


	Six Months Ended June 30,
	2026		2025
Cash flows from operating activities
Net loss	$	(49,533)	$	(95,248)
Adjustments to reconcile net loss to net cash used in operations:

Share-based compensation expense	6,992		4,232
Accretion expense of deferred royalty obligation	14,203		13,948
Cumulative catch-up adjustment, deferred royalty obligation	(6,401)		(196)
Impairment of long-lived assets and prepaid expenses and other related costs	—		6,414
Write-downs of inventory	1,644		1,636





Warrant obligations, decrease in fair value	(16,594)		—
Amortization of debt discount, senior secured term loan	1,165		841
Other	(322)		2,120
Changes in operating assets and liabilities:
Accounts receivable, net	1,082		(5,868)
Inventory	(3,276)		(1,012)
Prepaid expenses and other current assets	2,256		7,050
Other long-term assets	—		(146)
Accounts payable	3,595		(8,680)
Accrued expenses and other current liabilities	635		(8,595)

Operating lease liabilities	(358)		(1,002)
Other long-term liabilities	3,395		4,085
Net cash used in operating activities	(41,517)		(80,421)
Cash flows from investing activities
Payment for purchases of property and equipment	(32)		(264)
Net cash used in investing activities	(32)		(264)
Cash flows from financing activities
Proceeds from the sale of common shares, net of transaction costs	(20)		43,239
Proceeds from Pre-Funded Warrants, net of transaction costs	—		50,760

Proceeds from share issuance under stock purchase plan	—		271
Proceeds from the exercise of stock options	323		34
Taxes paid related to net settled equity awards	(985)		(250)
Net cash (used in)/ provided by financing activities	(682)		94,054
Net increase (decrease) in cash and cash equivalents	(42,231)		13,369
Exchange (losses)/gains on cash and cash equivalents	—		324
Cash and cash equivalents at beginning of period	261,338		250,867
Cash and cash equivalents at end of period	$	219,107	$	264,560
Supplemental cash flow information:
Interest paid	$	6,839	$	7,218
Interest received	3,490		3,988
Payments made under royalty financing transaction	3,649		3,220
Supplemental non-cash investing and financing activities:
Capitalized share-based compensation	145		—
Transaction costs recorded in accounts payable and other current liabilities and other long-term liabilities	817		862

The accompanying notes are an integral part of these condensed consolidated financial statements.


Table of Contents
ADC Therapeutics SA
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except share and per share amounts)

1.Description of Business and Organization

The Company generates sales from its flagship product, ZYNLONTA which received accelerated approval from the U.S. Food and Drug Administration (“FDA”), conditional approval from the European Commission, the China National Medical Products Administration (“NMPA”) and Health Canada, as well as approvals in other key global markets for the treatment of relapsed or refractory diffuse large B-cell lymphoma (“DLBCL”) after two or more lines of systemic therapy. Additionally, the Company is pursuing expansion into earlier lines of therapies and indolent lymphomas through Company sponsored trials and investigator initiated studies.

The Company was incorporated on June 6, 2011 under the laws of Switzerland, with its registered office located at Route de la Corniche 3B, 1066 Epalinges, Switzerland. The Company has two wholly-owned subsidiaries: ADC Therapeutics America, Inc. (“ADCT America”), which was incorporated in Delaware, USA on December 10, 2014 and ADC Therapeutics (UK) Ltd (“ADCT UK”), incorporated in England on December 12, 2014. The Company and its two subsidiaries form the ADCT Group (the “Group”).

All references to “ADC Therapeutics,” “ADCT,” “the Company," “we,” “us,” and “our” refer to ADC Therapeutics SA and its consolidated subsidiaries unless otherwise indicated.

2.Summary of Significant Accounting Policies

Basis of preparation and principles of consolidation

These accompanying unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly-owned subsidiaries, have been prepared following the requirements of the U.S. Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes and other financial information that are normally required by U.S. generally accepted accounting principles, or U.S. GAAP, can be condensed or omitted. All intercompany transactions and balances have been eliminated in consolidation. The information included in this Quarterly Report on Form 10‑Q should be read in conjunction with our annual audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025.

In the opinion of management, these condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair statement of our financial position and operating results. The results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026, for any other interim period or for any future period.

The Company’s significant accounting policies have not changed substantially from those previously described in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates.

Loan Modifications and Extinguishments

On February 18, 2026, the Company entered into an amendment to its royalty purchase agreement with certain entities managed by HealthCare Royalty Management, LLC ("HCR"). Prior to the amendment, the agreement was accounted for as a debt obligation. The Company evaluates amendments, restructurings, or other changes to its loan agreements


Table of Contents

in accordance with ASC 470-50, Debt — Modifications and Extinguishments. Under this guidance, we determine whether the revised terms represent a modification of the existing debt or an extinguishment of the old debt and issuance of new debt. If the changes are not deemed substantial, the transaction is accounted for as a modification and any associated fees or costs with the lender are amortized over the remaining term of the modified debt. If the changes are deemed to be substantial, the original debt is considered extinguished, and the new debt is recorded at fair value and any resulting difference between the carrying amount of the old debt and the fair value of the new debt is recognized in earnings as a gain or loss on extinguishment. When the Company repays an existing debt obligation using the proceeds from a contemporaneous issuance of new debt to a different lender, we account for the transaction as a debt extinguishment. See Note 7 for additional information regarding the HCR amendment and related accounting treatment.

Cost of product sales

Cost of product sales includes costs directly and indirectly relating to the manufacture of ZYNLONTA commercial drug substance and drug product, including the third-party manufacture costs of our contract manufacturing organizations (“CMOs”), as well as internal personnel costs, including share-based compensation, associated with the production of ZYNLONTA. Cost of product sales also includes royalties payable to a collaboration partner based on net product sales of ZYNLONTA, idle capacity costs, and inventory write-downs for changes in reserves for excess inventory or write-offs of inventory that fail to meet specification. We expect that cost of product sales will continue to increase over time as we sell through pre-approval inventory that was previously expensed prior to commercialization under U.S. GAAP. Factors such as inflation, tariffs and other external factors may also increase our cost of product sales.

Recent Accounting Pronouncements

New accounting pronouncements which have been adopted

We adopted FASB ASU-2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets to simplify the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, effective for fiscal years beginning in January 2026, including interim periods within those fiscal years. The ASU provides a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets. We adopted the practical expedient on a prospective basis for the quarterly and annual reports for the fiscal year beginning on January 1, 2026. Adoption of this standard did not have a material impact on our financial statements or disclosures.

Issued but not yet adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses Disclosure. The ASU requires disaggregation, in the notes to the financial statements, of certain cost and expense captions presented on the face of the Company’s interim and annual financial statements. ASU 2023-09 is effective for fiscal years beginning in January 2027 and interim periods beginning January 2028, with early adoption permitted. Adoption may be applied prospectively or retrospectively. The Company does not anticipate that the adoption of this standard will have a material impact on our financial statements but may result in enhanced or expanded disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The ASU clarifies interim disclosure requirements, the applicability of ASC 270 and the form and content of interim financial statements in accordance with U.S. GAAP. The objective of the amendments is to provide further clarity about the current interim disclosure requirements. The ASU is effective for interim reporting periods within fiscal years beginning in January 2028. Adoption of this ASU may be applied prospectively or retrospectively. The Company is currently evaluating the impact of the ASU, but does not anticipate the adoption of this standard to have a material impact on our financial statements.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements. The ASU addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this ASU are not intended to result in significant changes for most entities. The ASU is effective for interim reporting periods within annual reporting periods beginning in January 2027, with early adoption permitted. The adoption method of this ASU may vary, on an issue-by-issue basis. The Company is currently


Table of Contents

evaluating the impact of the ASU, but does not anticipate the adoption of this standard to have a material impact on our financial statements.

3.Fair value measurements

The carrying amount of cash and cash equivalents, accounts receivable, net and accounts payable is a reasonable approximation of fair value due to the short-term nature of these assets and liabilities. Financial liabilities that are not measured at fair value on a recurring basis include our senior secured term loan and deferred royalty financing obligation. The carrying value of our senior secured term loan approximates fair value as these borrowings are based on variable market rates. The carrying value of our deferred royalty obligation approximates fair value as the loan is recorded using the amortized cost method and considers our current estimates of future royalties expected to be paid over the estimated life of the royalty purchase agreement which are level 3 inputs, adjusted for accretion and royalty payments made by the Company during the six months ended June 30, 2026.

On February 18, 2026 the Company issued warrants to HCR to purchase 9,834,776 common shares. The HCR warrants are measured at fair value on a recurring basis and are classified as Level 2. As of June 30, 2026 the value of the HCR warrants were $4.2 million. Fair values are estimated at the end of each reporting period with regard to the HCR warrants. The approach to the valuation follows the fair value principle, and the key input factors are described for the HCR warrants in Note 7, “Deferred royalty obligation and warrants.” A Black-Scholes model was used to calculate the fair values.

There were no transfers between the respective levels during the period.

4.Inventory

As of June 30, 2026 and December 31, 2025 inventory consisted of the following:


(in thousands)	June 30, 2026		December 31, 2025

Work in progress	$	19,692	$	18,390
Finished goods	568		95
Total inventory, net	$	20,260	$	18,485
Less long-term portion (1)	15,328		14,301
Total inventory, current	$	4,932	$	4,184

(1) Inventory expected to be sold beyond the Company’s 12-month operating cycle is classified as non-current inventory and recorded in inventory, long-term.

Inventory write-downs of $171 and $1,644 were recognized for the three and six months ended June 30, 2026 respectively, and $390 and $1,636 were recognized for the three and six months ended June 30, 2025, respectively, and charged to cost of product sales in the Company’s unaudited condensed consolidated statements of operations.

5.Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following:


(in thousands)	June 30, 2026		December 31, 2025
Accrued R&D costs	$	24,615	$	18,904
Accrued payroll and benefits	6,019		13,257
Accrued restructuring costs	2,674		2,159
Deferred royalty obligation, short-term	21,085		11,054
Gross-to-net sales adjustments, short-term	8,451		9,020

Other	4,547		3,594
	$	67,391	$	57,988


Table of Contents

6.Senior secured term loan facility and warrants

On August 15, 2022, the Company, ADCT UK and ADCT America entered into the Loan Agreement with certain affiliates and/or funds managed by each of Oaktree Capital Management, L.P. and Owl Rock Capital Advisors LLC, as lenders, and Owl Rock Opportunistic Master Fund I, L.P., as administrative agent and collateral agent, pursuant to which the Company may borrow up to $175.0 million principal amount of secured term loans, including (i) a First Tranche and (ii) Future Tranches. On August 15, 2022, the Company drew down $120.0 million principal amount of term loans under the Loan Agreement.

On August 15, 2022, the Company also issued to the lenders under the Loan Agreement warrants to purchase an aggregate of 527,295 common shares, which warrants have an exercise price of $8.30 per share. Each warrant is exercisable, on a cash or a cashless basis, at the option of the holder at any time on or prior to August 15, 2032. The warrants are freestanding financial instruments that are indexed to the Company’s common stock and meet all other conditions for equity classification under ASC 480 and ASC 815. Accordingly, these warrants are recognized in equity and accounted for as a component of additional paid-in capital at the time of issuance.

On August 15, 2022, the Company also entered into the Share Purchase Agreement with the lenders under the Loan Agreement to purchase 733,568 common shares of the Company.

For the three and six months ended June 30, 2026, the Company recorded interest expense on the senior secured term loan in the amount of $4,383 and $8,005, respectively, and $4,274 and $8,059 for the three and six months ended June 30, 2025, respectively, which was recorded in interest expense in the unaudited condensed consolidated statements of operations. The effective interest rate (“EIR”) was 15.89% and 16.15% at June 30, 2026 and 2025, respectively.

The following table provides a summary of the interest expense for the Company’s senior secured term loan for the three and six months ended June 30, 2026 and 2025:


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Contractual interest expense	$	3,443	$	3,624	$	6,840	$	7,218
Amortization of debt discount	940		650		1,165		841
Total	$	4,383	$	4,274	$	8,005	$	8,059

The amount at which the senior secured term loan is presented as a liability in the unaudited condensed consolidated balance sheets represents the net present value of all future cash outflows associated with the loan discounted at the EIR. The carrying value of the senior secured term loan is $116.6 million and $115.5 million as of June 30, 2026 and December 31, 2025, respectively. Principal payments on the senior secured term loan begin in 2026, with $6.2 million and $3.0 million due within 12 months classified as a current liability within the "Senior secured term loans, current portion” line item on the unaudited consolidated balance sheets as of June 30, 2026 and December 31, 2025, respectively.

Contractual payments due under our senior secured term loans, including exit fees are as follows (in thousands):


2026 (commencing third quarter)	3,090
2027	9,330
2028	12,480
2029	99,840
Total	$	124,740

7.Deferred royalty obligation and warrants

On August 25, 2021, the Company entered into a royalty purchase agreement with certain entities managed by HCR for up to $325.0 million. Under the terms of the agreement, the Company received gross proceeds of $225.0 million upon closing (the “First Investment Amount”) and received an additional $75.0 million during the year ended


Table of Contents

December 31, 2023 upon the first commercial sale of ZYNLONTA in the United Kingdom or any European Union country (the “Second Investment Amount”) and together with the First Investment Amount, the “Investment Amount”).

On February 18, 2026, the Company entered into an amendment (the “HCR Amendment”) to the Purchase and Sale Agreement, dated August 25, 2021 (the “Original HCR Agreement” and, as amended by the HCR Amendment, the “Amended HCR Agreement”). Under the Original Agreement, upon the occurrence of a change of control event, the Company is obligated to pay HCR $750 million (or $675 million if HCR receives royalty payments exceeding a mid-nine-digit amount on or prior to March 31, 2029), less the amount of royalties previously paid to HCR. Under the Amended HCR Agreement, upon the occurrence of a change of control event, the Company is obligated to pay HCR $150 million (if the change of control event occurs on or before December 31, 2027) or $200 million (if the change of control event occurs on or after January 1, 2028), which amount is not reduced by the amount of royalties previously paid to HCR. In addition, following such change of control event, the royalty obligations under the Amended HCR Agreement will continue until the Royalty Cap (as defined in the Original HCR Agreement), unless the Company (or its successor in interest) buys out the remaining royalty obligations by paying HCR $525 million (if the buyout occurs on or prior to December 31, 2029) or $750 million (if the buyout occurs on or after January 1, 2030), less the amount of royalties previously paid to HCR and the change of control payment described above.

In connection with the HCR Amendment, the Company issued to HCR warrants (the “HCR Warrants”) to purchase 9,834,776 common shares. The HCR Warrants are exercisable at any time after their original issuance until December 31, 2030. The exercise price per common share purchasable upon the exercise of the HCR Warrants is $3.81 per share, subject to customary adjustments. The HCR Warrants have certain limitations on exercise, including (i) any exercise must be for at least 50,000 common shares (or, if less, the remaining common shares available for purchase under the HCR Warrants) and (ii) cashless exercise is not available in certain circumstances as specified in the HCR Warrants. The HCR Warrants contain customary anti-dilution adjustments and will entitle holders to receive any dividends or other distributions paid on the underlying common shares prior to their expiration on an as-exercised basis. The HCR Warrants and any common shares issuable upon exercise of the warrants are not transferable on or prior to December 31, 2027, except, with respect to common shares issued upon exercise of the warrants, in connection with the consummation of certain fundamental transactions.

Accounting for the HCR Amendment

The Company assessed the HCR amendment for a debt extinguishment or modification in accordance with ASC-470-50. The fair value of the warrants issued was determined to be $20.8 million at the time of issuance. The HCR amendment was accounted for as a debt modification as the present value of future cashflows of the modified agreement compared to that of the original agreement resulted in a less than 10% change. As a result, the Company did not incur any gain or loss relating to the modification. The fair value of the warrants is presented as a direct reduction to the carrying value of the debt. The Company will continue to account for the value of the debt at amortized cost.

The Company determined the fair value of the warrants at issuance on February 18, 2026 by using the Black-Scholes model with the following key assumptions:


	As of
	February 18, 2026
Exercise price in $	3.81
Share price in $	4.13
Risk-free interest rate	3.7	%
Expected volatility	98.1	%
Expected term (years)	4.87
Dividend yield	—
Discount for lack of marketability	32.3	%
Black-Scholes value in $	2.11


Table of Contents

The table below provides a rollforward of the Company’s debt obligation relating to the royalty purchase agreement.


(in thousands)
Balance as of December 31, 2024	$	326,659
Less: royalty payments	(6,214)
Plus: interest expense	35,346
Less: cumulative catch-up adjustment, Other, net	(22,212)
Balance as of December 31, 2025	333,579
Less: Fair value of HCR warrants at time of issuance	(20,753)
Less: royalty payments	(3,649)
Plus: interest expense	17,852
Less: cumulative catch-up adjustment, Other, net	(6,401)
Balance as of June 30, 2026	$	320,628

Accounting for the HCR Warrants

The HCR warrants are recognized as a warrant obligation and presented in the unaudited condensed consolidated balance sheet as a liability given the existence of a net settlement feature under which the holder may settle in cash equal to the par value, with the amount payable indexed to the CHF/USD exchange rate, and receive the underlying shares on a net basis. The warrant obligation was recorded at its initial fair value of $20.8 million at the time of issuance as described further above. Subsequent to issuance, the warrant obligation is remeasured to fair value at the end of each reporting period. Changes in the fair value (gains or losses) of the warrant obligation at the end of each period is recorded in the unaudited condensed consolidated statement of operations.

During the three and six months ended June 30, 2026, the Company recognized income of $14.4 million and $16.6 million, respectively, as a result of changes in the fair value of the warrant obligation. This amount was recorded to Other, net in the unaudited condensed consolidated statement of operations. The fair value of the warrant obligation as of June 30, 2026 was $4.2 million. See Note 12, "Other income (expense)" for further information.

The Company calculated the fair value of the HCR warrant obligation as of June 30, 2026, using the Black-Scholes model. Key inputs for the valuation of the warrant obligation were as follows:


	As of
	June 30, 2026
Exercise price in $	3.81
Share price in $	1.07
Risk-free interest rate	4.2	%
Expected volatility	104.8	%
Expected term (years)	4.5
Dividend yield	—
Discount for lack of marketability	31.0	%
Black-Scholes value in $	0.42

8.Pension and post-retirement benefit obligations

The Swiss employee pension plan is a defined benefit scheme that fully reinsures disability, death, and longevity risks while guaranteeing 100% of capital and interest through vested capital investment. The assets are invested by the pension plan of the collective foundation, to which many companies contribute, in a diversified portfolio that respects the requirements of the Swiss BVG.

Although, as is the case with many Swiss pension plans, the amount of ultimate pension benefit is not defined, certain legal obligations of the plan create constructive obligations on the employer to pay further contributions to fund an eventual deficit; this results in the plan nevertheless being accounted for as a defined benefit plan.


Table of Contents

The net periodic benefit cost for the three and six months ended June 30, 2026 and 2025 is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2026		2025		2026		2025
Net periodic benefit cost:
Service cost	$	141	$	209	$	284	$	397
Interest cost	28		28		57		53
Expected return on plan assets	(37)		(72)		(74)		(137)
Amortization of prior service cost	(43)		(47)		(87)		(89)
Amortization of actuarial losses	—		5		—		10


Net periodic benefit cost	$	89	$	123	$	180	$	234

The components of net periodic benefit cost are included in operating expense on the unaudited condensed consolidated statements of operations.

9.Commitments and contingencies

Manufacturing Commitments

Some of our inventory components require long lead times to manufacture. Therefore, we make long-term investments in our supply chain in order to ensure we have enough drug product to meet current and future revenue forecasts. Third party manufacturing agreements include non-cancelable obligations related to the supply of ZYNLONTA. There have been no material changes related to our non-cancelable obligations under these arrangements as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Contingent liabilities

From time to time, we may be involved in various legal matters generally incidental to our business. Although the results of litigation and claims cannot be predicted with certainty, after discussion with legal counsel, we are not aware of any matters for which the likelihood of a loss is probable and reasonably estimable and which could have a material impact on our consolidated financial condition, liquidity, or results of operations.

10.Revenue

The table below provides a disaggregation of revenues by type and customer location for the three and six months ended June 30, 2026 and 2025:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2026		2025		2026		2025
Types of goods and services
Product revenues, net	$	18,634	$	18,085	$	38,667	$	35,489
License revenues	—		—		—		5,000

Royalties	614		754		1,432		1,383
Total revenue	$	19,248	$	18,839	$	40,099	$	41,872

Customer Location
U.S.	$	18,634	$	18,085	$	38,667	$	35,489
EMEA(1)	614		754		1,432		6,383

Total revenue	$	19,248	$	18,839	$	40,099	$	41,872

(1) Europe, the Middle East and Africa


Table of Contents

Product revenues, net

The table below provides a rollforward of the Company’s accruals related to the gross-to-net (“GTN”) sales adjustments for the three and six months ended June 30, 2026:


(in thousands)	Discarded Drug Rebate		Other Adjustments		Total
Balance as of March 31, 2026	$	10,175	$	2,374	$	12,549
GTN accruals for current period	2,058		4,503		6,561
Prior period adjustments	—		(258)		(258)
Credits, payments and reclassifications	—		(4,525)		(4,525)
Balance as of June 30, 2026	$	12,233	$	2,094	$	14,327

Balance as of December 31, 2025	$	7,964	$	2,714	$	10,678
GTN accruals for current period	4,269		9,485		13,754
Prior period adjustments	—		(679)		(679)
Credits, payments and reclassifications	—		(9,426)		(9,426)
Balance as of June 30, 2026	$	12,233	$	2,094	$	14,327

The table below provides a rollforward of the Company’s accruals related to the gross-to-net (“GTN”) sales adjustments for the three and six months ended June 30, 2025:


(in thousands)	Discarded Drug Rebate		Other Adjustments		Total
Balance as of March 31, 2025	$	9,672	$	2,367	$	12,039
GTN accruals for current period	2,020		3,904		5,924
Prior period adjustments	—		(241)		(241)
Credits, payments and reclassifications	—		(3,540)		(3,540)
Balance as of June 30, 2025	$	11,692	$	2,490	$	14,182

Balance as of December 31, 2024	$	15,103	$	2,386	$	17,489
GTN accruals for current period	3,969		8,010		11,979
Prior period adjustments	(200)		(573)		(773)
Credits, payments and reclassifications	(7,180)		(7,333)		(14,513)
Balance as of June 30, 2025	$	11,692	$	2,490	$	14,182

The table below provides the classification of the accruals related to the GTN sales adjustment included in the Company’s unaudited condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025.


(in thousands)	June 30, 2026		December 31, 2025
Accounts receivable, net	$	1,607	$	1,658
Other current and non-current liabilities	12,720		9,020
	$	14,327	$	10,678


Table of Contents

Customers from which we derive more than 10% of our total product revenues for the three and six months ended June 30, 2026 and 2025 are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
AmerisourceBergen Corporation(1)	40	%	39	%	40	%	40	%
McKesson	37	%	40	%	36	%	37	%
Cardinal Health	23	%	21	%	24	%	23	%

(1) AmerisourceBergen also operates under the name Cencora.

11.Restructuring, impairment and other related costs

On June 11, 2025, the Board of Directors approved the 2025 Restructuring to focus resources on ZYNLONTA® (loncastuximab tesirine-lpyl) expansion opportunities and the advancement of its PSMA-targeting ADC. The Company has discontinued early development efforts for the remaining preclinical programs in solid tumors. In connection with the 2025 Restructuring, the Company closed down its UK research and development facility, and has reduced its global workforce across functions by approximately 30%. The 2025 Restructuring was complete as of June 30, 2026.

On June 24, 2026, the Company announced a strategic reorganization to focus resources behind key value-driving initiatives in support of ZYNLONTA. As part of the reorganization, the Company plans to further reduce the remaining global workforce by approximately 17%, which is expected to be substantially completed by September 30, 2026 (“2026 Restructuring”). The reduction is driven by the expected completion of the LOTIS-5 and LOTIS-7 trials this year, as well as operational efficiencies.

In connection with the 2025 and 2026 Restructurings, the Company reported the following costs in restructuring, impairment and other related costs:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2026		2025		2026		2025
Severance and benefit expense	$2,674		$6,677		$2,674		$6,677
Impairment of long-lived assets and prepaid expenses	—		6,414		—		6,414

Total restructuring, impairment and other related costs	$	2,674	$	13,091	$	2,674	$	13,091

2026 Restructuring

Employees affected by the workforce reduction under the 2026 Restructuring are entitled to receive severance payments, continuing healthcare benefits and other employee-related costs. Costs associated with one-time termination benefits were recorded pursuant to ASC 420, while costs associated with ongoing benefit arrangements were recorded pursuant to ASC 712. As a result, the Company recorded $2.7 million to Restructuring, impairment and other related costs in the Company’s unaudited condensed consolidated statements of operations during the three and six months ended June 30, 2026, none of which was paid as of June 30, 2026. The restructuring costs were accrued in Accrued expenses and other current liabilities in the Company’s unaudited condensed consolidated balance sheet. The Company expects to pay the majority of the 2026 restructuring costs by the third quarter of 2026.

See Note 17 on the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025 for additional information on the 2025 Restructuring.


Table of Contents

12.Other income (expense)

Interest Expense

The components of interest expense for the three and six months ended June 30, 2026 and 2025 are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2026		2025		2026		2025

Deferred royalty obligation interest expense	$	9,125	$	8,723	$	17,852	$	17,168
Effective interest expense on senior secured term loan facility	4,383		4,274		8,005		8,059

Interest expense	$	13,508	$	12,997	$	25,857	$	25,227

Other, net

The components of Other, net for the three and six months ended June 30, 2026 and 2025 are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2026		2025		2026		2025
HCR warrant obligation, change in fair value income	$	14,367	$	—	$	16,594	$	—
Cumulative catch-up adjustment, deferred royalty obligation	6,329		184		6,401		196
Exchange differences gain (loss)	(120)		(847)		213		(937)
R&D tax credit	(38)		481		(38)		762
Other, net	$	20,538	$	(182)	$	23,170	$	21

13.Share-based compensation

The Company has adopted various share-based compensation incentive plans. Under these plans the Company may at its discretion grant to the plan participants, such as directors, certain employees, and service providers awards in the form of restricted shares and restricted share units (“RSUs”), share options, share appreciation rights, performance awards and other share-based awards. The 2019 Equity Incentive Plan was adopted in November 2019 while the Conditional Share Capital Plan and the Inducement Plan were adopted in December 2023. The amounts of costs recognized for all awards for services received during the three and six months ended June 30, 2026 were $4,848 and $8,121, with $81 and $145 capitalized to inventory, respectively. For the comparable prior-year periods, costs were $2,062 and $4,483, respectively, with no amounts capitalized to inventory.

2019 Equity Incentive Plan

In November 2019, the Company adopted the 2019 Equity Incentive Plan. Under the 2019 Equity Incentive Plan, the Company may at its discretion grant to plan participants, such as directors, certain employees and service providers, awards in the form of restricted shares and RSUs, share options, share appreciation rights, performance awards and other share-based awards. The Company has reserved 30,291,355 common shares for future issuance under the 2019 Equity Incentive Plan (including share-based equity awards granted to date less awards forfeited). On June 1, 2026, the Company issued 315,000 RSUs under the 2019 Equity Incentive Plan for the 2026 annual non-employee director equity award, which was approved by the Board of Directors. On June 30, 2026 the Company issued 629,205 RSUs under the 2019 Equity Incentive Plan for the one-time retention equity award, which was approved by the Compensation Committee and by the Board of Directors for the senior management team. No share options were issued in connection with either award. As of June 30, 2026, the Company has 8,653,610 common shares available for the future issuance of share-based equity awards.


Table of Contents

As of June 30, 2026 and December 31, 2025, the cumulative amount recorded as a net increase to additional paid-in capital within equity on the unaudited condensed consolidated balance sheets in respect of the 2019 Equity Incentive Plan was $172,578 and $165,768, respectively. The amounts of costs recognized for all awards for services received during the three and six months ended June 30, 2026 were $4,307 and $7,027, respectively, and $1,270 and $2,880 during the three and six months ended June 30, 2025, respectively.

Conditional Share Capital Plan

In December 2023, the Company adopted the Conditional Share Capital Plan. Under the Conditional Share Capital Plan, the Company may at its discretion grant to plan participants, such as directors, certain employees and service providers, awards in the form of restricted shares and RSUs, share options, share appreciation rights, performance awards and other share-based awards. The Company has reserved 8,000,000 common shares for future issuance under this plan. On February 13, 2026 the Company issued 6,232,465 RSUs under the Conditional Share Capital Plan for the 2026 annual equity award, which was approved by the Compensation Committee and by the Board of Directors for the senior management team. On June 30, 2026 the Company issued 1,926,525 RSUs under the Conditional Share Capital Plan for the one-time retention equity award which was approved by the Compensation Committee and by the Board of Directors for the senior management team. No share options were issued in connection with either award. As of June 30, 2026, the Company has 534,402 common shares available for the future issuance of share-based equity awards.

As of June 30, 2026 and December 31, 2025, the cumulative amount recorded as a net increase to additional paid-in capital within equity on the unaudited condensed consolidated balance sheet in respect of the Conditional Share Capital Plan was $4,699 and $4,267. The amounts of costs for all awards recognized for services received during the three and six months ended June 30, 2026 were $201 and $432, respectively, and $682 and $1,230 during the three and six months ended June 30, 2025, respectively.

Inducement Plan

In December 2023, the Company adopted the Inducement Plan. Under the Inducement Plan, the Company may at its discretion grant to any employee who is eligible to receive an employment inducement grant in accordance with NYSE Listed Company Manual 303A.08. The maximum number of common shares in respect of which awards may be granted under the Inducement Plan is 2,000,000 common shares (including share-based equity awards granted to date, less awards forfeited), subject to adjustment in the event of certain corporate transactions or events if necessary to prevent dilution or enlargement of the benefits made available under the plan. Equity incentive awards under the Inducement Plan may be granted in the form of options, share appreciation rights, restricted shares, restricted share units, performance awards or other share-based awards but not “incentive stock options” for purposes of U.S. tax laws. As of June 30, 2026, the Company has 694,458 common shares available for the future issuance of share-based equity awards under this plan.

As of June 30, 2026 and December 31, 2025, the cumulative amount recorded as a net increase to additional paid-in capital within equity on the unaudited condensed consolidated balance sheet in respect of the Inducement Plan was $1,913 and $1,332. The amounts of costs for all awards recognized for services received during the three and six months ended June 30, 2026 were $301 and $581, respectively, and $110 and $373 during the three and six months ended June 30, 2025, respectively.

Share Options

Pursuant to the 2019 Equity Incentive Plan, the Conditional Share Capital Plan and Inducement Plan (the “Share-based Compensation Plans”), the Company may grant share options to its directors, certain employees and service providers working for the benefit of the Company at the time. The exercise price per share option is set by the Company at the fair market value of the underlying common shares on the date of grant, as determined by the Company, which is generally the closing share price of the Company’s common shares traded on the NYSE. The awards generally vest 25% on the first anniversary of the date of grant, and thereafter evenly on a monthly basis over the subsequent three years. The contractual term of each share option award granted is ten years. Under the grant, the options may be settled only in common shares of the Company. Therefore, the grants of share options under the 2019 Equity Incentive Plan and Inducement Plan have been accounted for as equity-settled under U.S. GAAP. As such, the Company records a charge for the vested portion of award grants and for partially earned but non-vested portions of award grants. This results in a front-loaded charge to the Company’s unaudited condensed consolidated statements of operations and a corresponding increase to additional paid-in capital within equity on the unaudited condensed consolidated balance sheets.

The costs recognized for services received during the three and six months ended June 30, 2026 were $592 and $1,085, respectively, and $454 and $1,583 during the three and six months ended June 30, 2025, respectively.


Table of Contents

A summary of our stock option award activity for the six months ended June 30, 2026 is as follows:


	Weighted average strike price per share (in $ per share)	Number of awards	Weighted average remaining life in years	Aggregate Intrinsic Value (in $ thousands)
Outstanding as of December 31, 2025	$8.40	10,414,305	6.77	$	5,025
Granted	3.96	515,400
Forfeited	3.17	(294,954)
Expired	16.69	(455,971)
Exercised	2.01	(187,379)
Outstanding as of June 30, 2026	$8.07	9,991,401	6.41	$	109
Exercisable as of June 30, 2026	$9.56	7,628,328	5.80	$	70

Awards outstanding as of June 30, 2026 have expiration dates through 2036. The weighted average grant date fair value of the awards granted during the six months ended June 30, 2026 was $3.20. As of June 30, 2026, the unrecognized compensation cost related to 2,363,073 unvested share options expected to vest was $5.0 million. This unrecognized cost will be recognized over an estimated weighted-average amortization period of 1.73 years.

The exercise price of stock options granted is equal to the closing price of the common stock on the date of grant. The fair values of the options granted under the 2019 Equity Incentive Plan and the Inducement Plan were estimated on the date of the grant using the Black-Scholes option-pricing model. Expected volatility is historical volatility of our common stock. The award life for options granted was based on the time interval between the date of grant and the date during the ten-year life after which, when making the grant, the Company expected on average that participants would exercise their options. The assumptions used were as follows:


	Three Months Ended June 30,		Six Months Ended June 30,
	2026	2025	2026		2025
Expected volatility	100%	100%	100	%	100	%
Expected life, (years)	6.08	6.08	6.08		6.08
Risk-free interest rate	4.07-4.12%	3.97-4.14%	3.73-4.12%		3.97-4.43%
Expected dividend yield	—	—	—		—

RSUs

Pursuant to the Share-based Compensation Plans, the Company may grant RSUs to its directors, certain employees and service providers working for the benefit of the Company at the time. The awards generally vest annually over a period of one to three years commencing on the first anniversary of the date of grant. The RSUs may be settled only in common shares of the Company. Therefore, the grant of RSUs under both the 2019 Equity Incentive Plan and Conditional Share Capital Plan have been accounted for as equity-settled under U.S. GAAP. As such, the Company records a charge for the vested portion of award grants and for partially earned but non-vested portions of award grants. This results in a front-loaded charge to the Company’s unaudited condensed consolidated statements of operations and a corresponding increase to additional paid-in capital within equity on the unaudited condensed consolidated balance sheets. The costs recognized for services received during the three and six months ended June 30, 2026 were $4,217 and $6,955, respectively, and $1,608 and $2,900 during the three and six months ended June 30, 2025, respectively. An amount of $217 and $985 was withheld for tax withholding obligations during the three and six months ended June 30, 2026, respectively, and nil for the three and six months ended June 30, 2025.


Table of Contents

The following table summarizes the RSU awards outstanding as of June 30, 2026:


	Number of awards	Weighted average grant date fair value (in $ per share)
December 31, 2025	4,624,427	$1.74
Granted	9,103,195	3.15
Vested (1)	(1,764,821)	1.94
Forfeited	(571,614)	2.61
June 30, 2026	11,391,187	$2.79

(1) Includes 262,789 shares withheld to cover tax withholding obligations in connection with the vesting of RSUs previously granted.

The total fair value of RSU awards vested (as measured on the date of vesting) during the six months ended June 30, 2026 was $6,778.

Employee Stock Purchase Plan

In June 2022, the Company adopted the 2022 Employee Stock Purchase Plan (“ESPP”), which allows eligible employees to purchase designated shares of the Company's common shares at a discount, over a series of offering periods through accumulated payroll deductions. The Company offers the ESPP to employees twice a year with each having a six-month offering period. The first offering period is generally from January 1st through June 30th and the second offering period is from July 1st through December 31st. The grant date is the first day of each offering period.

The costs recognized related to the ESPP during the three and six months ended June 30, 2026 were $39 and $81 respectively, and nil during the three and six months ended June 30, 2025.

14.Loss per share

The basic loss per share is calculated by dividing the net loss attributable to shareholders by the weighted average number of shares in issue during the period, excluding common shares owned by the Company and held as treasury shares, as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except share and per share amounts)	2026		2025		2026		2025
Net loss	$	(16,565)	$	(56,646)	$	(49,533)	$	(95,248)
Weighted average number of shares outstanding	155,016,023		113,743,358		154,581,598		110,490,935
Basic and diluted loss per share	$	(0.11)	$	(0.50)	$	(0.32)	$	(0.86)

For the three and six months ended June 30, 2026 and 2025, basic and diluted loss per share are calculated on the weighted average number of shares issued and outstanding, and also considers in the calculation the Company’s outstanding Pre-funded warrants, which were 27,743,685 and 23,897,532 as of June 30, 2026 and 2025, respectively. The calculation excludes shares to be issued under the Share-based Compensation Plans, the Company’s warrants issued in connection with the senior secured term loan facility and the Company’s HCR warrants and shares to be issued under the 2022 ESPP as the effect of including those shares would be anti-dilutive. See Note 6, “Senior secured term loan facility and warrants,” Note 7, “Deferred royalty obligation and warrants” and Note 13, “Share-based compensation,” for further information.

Potentially dilutive securities that were not included in the diluted per share calculations because the effect of including them would be anti-dilutive were as follows:


Table of Contents


	As of June 30,
	2026	2025
2019 Equity Incentive Plan - Share Options	8,720,930	9,869,002
Inducement Plan - Share Options	1,270,471	776,100
2019 Equity Incentive Plan - RSUs	8,297,993	3,131,764
Conditional Share Capital Plan - RSUs	3,093,194	4,270,904
Outstanding warrants	10,362,071	527,295
2022 ESPP	224,834	—
	31,969,493	18,575,065

15.Segment reporting

The Company is managed and operated as one reportable segment, which includes all global activities related to the development and commercialization of targeted ADC cancer therapies. The determination of a single reportable segment is consistent with the consolidated financial information regularly provided to the Company’s CODM, which is its chief executive officer. The CODM uses loss from operations and consolidated net loss for purposes of assessing performance, making operating decisions, allocating resources and planning and forecasting for future periods. The CODM allocates resources and plans for the long-term growth of the Company based on the Company's available cash resources, forecasted cash flow, and expenditures on a consolidated basis, as well as an assessment of the probability of success of its research and development activities. Resource allocation and long-term growth decisions are informed by budgeted and forecasted expense information, along with actual expenses incurred to date. The measure of segment assets is reported on the consolidated balance sheets as total assets.

The following table is the summary of the segment profit or loss information, including the significant expense categories for the three and six months ended June 30, 2026 and 2025, respectively:


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Total revenues, net	$	19,248	$	18,839	$	40,099	$	41,872
Significant operating expenses:
Cost of product sales(1)	(2,104)		(836)		(5,571)		(2,897)
Research and development(1)	(15,958)		(29,605)		(34,953)		(57,540)
Selling and marketing(1)	(11,585)		(9,760)		(23,575)		(20,077)
General and administrative(1)	(7,574)		(7,632)		(16,009)		(16,395)
Restructuring and impairment expenses	(2,674)		(13,091)		(2,674)		(13,091)
Share-based compensation	(4,767)		(2,062)		(7,976)		(4,483)
Total operating expenses	(44,662)		(62,986)		(90,758)		(114,483)
Loss from operations	(25,414)		(44,147)		(50,659)		(72,611)
Other segment items(2)	8,849		(12,499)		1,126		(22,637)
Net loss	$	(16,565)	$	(56,646)	$	(49,533)	$	(95,248)

(1)Excludes share-based compensation.

(2)Includes Other expense, net, and Income tax expense.


Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements, including the notes thereto, included in this Quarterly Report, as well as our audited consolidated financial statements, including the notes thereto, included in our Annual Report on Form 10-K. The following discussion includes forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements. See “Forward-Looking Statements.”

Business Overview

ADC Therapeutics is a commercial-stage global pioneer in the field of antibody drug conjugates (“ADCs”), transforming treatment for patients through our focused portfolio with ZYNLONTA ® (loncastuximab tesirine-lpyl), a CD19-directed ADC. ZYNLONTA received accelerated approval from the U.S. Food and Drug Administration (“FDA”), conditional approval from the European Commission, the China National Medical Products Administration (“NMPA”) and Health Canada, as well as approvals in other key global markets for the treatment of relapsed or refractory diffuse large B-cell lymphoma (“DLBCL”) after two or more lines of systemic therapy. Our goal is to be a leading ADC company bringing meaningful therapies to patients in need by leveraging our decade-long experience in the ADC field, with multiple INDs, and a proven track record of success. We are pursing expansion of ZYNLONTA internationally, and into earlier lines of DLBCL through our LOTIS-5 confirmatory Phase 3 clinical trial (rituximab combination) and LOTIS-7 Phase 1b clinical trial (bispecific combination) as well as into indolent lymphomas, including marginal zone lymphoma (“MZL”) and follicular lymphoma (”FL”), through investigator-initiated trials (“IITs”) at leading institutions.

Recent Developments

On June 24, 2026, we announced a strategic reorganization to focus resources behind key value-driving initiatives in support of ZYNLONTA. As part of the reorganization, we are reducing our global workforce by approximately 17%, which is expected to be substantially completed by September 30, 2026 (“2026 Restructuring”). The reduction is driven by the expected completion of the LOTIS-5 and LOTIS-7 trials this year, as well as operational efficiencies. To ensure continuity during this transition, on June 30, 2026, our Board of Directors, with the advice of its independent compensation consultant, approved a one-time retention award to certain of our employees, including our named executive officers.

LOTIS-5 Clinical Trial Update

In June 2026 we announced topline data from our Phase 3 LOTIS-5 confirmatory trial evaluating ZYNLONTA in combination with rituximab in patients with relapsed or refractory diffuse large B-cell lymphoma (“r/r DLBCL”). ZYNLONTA plus rituximab achieved statistical significance on the trial’s primary endpoint of progression-free survival (“PFS”) and demonstrated no detrimental effect on the key secondary efficacy endpoint of overall survival (“OS”). In addition, a higher complete response (“CR”) rate and duration of CRs (“DoCR”) were observed with ZYNLONTA plus rituximab. Overall, treatment emergent adverse event (“TEAE”) rates were similar between arms. Similar rates of overall Grade ≥3 TEAEs greater than 5% were observed across both arms, with hematologic TEAEs higher in the control arm and infection, hepatotoxicity (primarily increased Gamma-glutamyltransferase increased (GGT), and edema/effusion higher in the test arm. Serious adverse events (“SAEs”), TEAEs leading to study drug withdrawal, and Grade 5 events were higher in the test arm, with the majority of Grade 5 TEAEs in the test arm occurring in patients aged 75 years or older. We submitted full data to the 68th American Society of Hematology (“ASH”) Annual Meeting and Exposition.

The LOTIS-5 trial is a randomized, open‐label, two‐arm, multicenter study evaluating ZYNLONTA plus rituximab versus the standard immunochemotherapy rituximab gemcitabine‐oxaliplatin (R‐GemOx), for the treatment of r/r DLBCL after one or more lines of systemic therapy. The study met the primary endpoint of PFS (per independent review committee) with statistical significance (HR = 0.73; p-value = 0.008 two sided), with a median PFS of 6.1 months for ZYNLONTA plus rituximab vs 4.7 months for R-GemOx. Overall survival showed no detrimental effect with ZYNLONTA plus rituximab compared to the control arm (HR = 0.96, impacted by the earlier use and a higher rate of new anti-lymphoma treatment switching in the control arm). Overall response rate (“ORR”) was 58.1% vs. 45.2%, CR rate was 39.5% vs. 26.7%, median duration of response (DOR) was 9.2 months vs. 7.7 months, and median DoCR was 16.8 months vs. 12.3 months for ZYNLONTA plus rituximab compared to R-GemOx, respectively. Of patients achieving CR, 48.5% vs. 16.7% remained in CR at 24 months in favor of ZYNLONTA plus rituximab. Of note, results in North America were consistent with the overall study results.

Overall, TEAE rates were similar between arms (98.5% vs. 97.5%). Higher rates of SAEs were seen in the test arm (49.0% vs. 34.5%). Grade ≥3 TEAEs observed in > 5% of patients were hematologic (40.7% vs. 59.4%), followed by infection/


Table of Contents

infestations (24.5% vs. 15.7%), then hepatotoxicity (primarily increased GGT) (17.2% vs. 8.1%) and oedema/effusion (7.4% vs. 0.5%) when comparing ZYNLONTA plus rituximab to R-GemOx. A higher rate of Grade 5 TEAEs was observed in the ZYNLONTA plus rituximab arm (27 pts/13.2%) vs. R-GemOx (9 pts/4.6%). Of note, the majority of Grade 5 TEAEs in the test arm occurred in patients aged 75 years or older. Higher rates of TEAEs leading to any drug withdrawal occurred in the ZYNLONTA plus rituximab arm (25.5% vs. 9.1%). In this study, the TEAE reporting window was defined as 105 days after the last dose of study treatment or the start of new anticancer therapy, whichever is earlier. The rates of TEAEs in this study were impacted by the longer overall TEAE observation time in the test vs. control arm (median 3.9 vs. 2.5 months). This difference is primarily driven by shorter treatment duration, a higher rate of and earlier switching to subsequent therapies and a higher rate of early withdrawal in the control arm.

We recently held a pre-sBLA meeting with the FDA. During this meeting, the FDA noted substantial concerns regarding the benefit-risk or verification of clinical benefit observed in this trial based on the imbalance in Grade 5 events, when assessed in the context of a marginal treatment benefit. Following this meeting, we are assessing the best regulatory path forward and plans to provide an update on regulatory strategy and timing in the future. ZYNLONTA remains under accelerated approval as a monotherapy in 3L+ DLBCL and we plan to continue to commercialize in this setting.

LOTIS-7 Clinical Trial Update

In June 2026 we announced the completion of enrollment in the LOTIS-7 Phase 1b open-label clinical trial evaluating the safety and efficacy of ZYNLONTA in combination with the bispecific antibody glofitamab (COLUMVI®) in 100 patients with r/r DLBCL. Of note, consistent with other glofitamab trials, the protocol for LOTIS-7 recommends prophylaxis (including vaccinations) for viral, fungal, and bacterial infections (including PJP and herpesvirus), which was not a part of the LOTIS-5 protocol.

Enrollment occurred in 30 total sites with 70% of patients in the U.S. and 30% in the EU. The study enrolled patients with baseline characteristics similar to other bispecific combination studies in this space and included 46% relapsed and 54% primary refractory patients with a median age of 66 years.

Primary endpoints of the study include safety and tolerability. Secondary endpoints include ORR, duration of response, CRR, relapse free survival, PFS, and OS, as well as pharmacokinetics and immunogenicity. As part of the study protocol, anti-infective prophylaxis, intravenous immunoglobulin (in patients experiencing B-cell loss with an increased risk of infection) and vaccination are strongly recommended.

Previously reported data from this study demonstrated an 89.8% ORR and 77.6% CR and a manageable safety profile across the 49 efficacy-evaluable patients with a minimum of 6 months of follow-up. We submitted LOTIS-7 data to ASH. We are preparing to submit the complete trial results for publication, which will then be submitted to compendia. We are also evaluating a regulatory pathway for this combination and plan to submit for Breakthrough Therapy designation (“BTD”) this year.

Phase 2 Investigator Initiated Trials (IITs) Update

The University of Miami Sylvester Comprehensive Cancer Center-led multi-center trials of ZYNLONTA in combination with rituximab to treat r/r follicular lymphoma (“FL”) and ZYNLONTA as a monotherapy to treat marginal zone lymphoma (“MZL”) are ongoing. Updated MZL data were submitted to ASH and we anticipate presentation of this data before the end of the year with publication and compendia submission to follow. We also anticipate presentation of updated FL data in Q2 2027. We intend to assess potential regulatory pathways and plan to submit for BTD for MZL.


Table of Contents

Results of Operations

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

The following table summarizes our results of operations for the three months ended June 30, 2026 and 2025:


	Three Months Ended June 30,
(in thousands, except percentages and per share)	2026		2025		Change		% Change
Revenue
Product revenues, net	$	18,634	$	18,085	$	549	3.0	%
License revenues and royalties	614		754		(140)		(18.6)	%
Total revenue, net	19,248		18,839		409		2.2	%

Operating expense
Cost of product sales	(2,349)		(836)		(1,513)		181.0	%
Research and development	(17,366)		(30,090)		12,724		(42.3)	%
Selling and marketing	(12,572)		(10,147)		(2,425)		23.9	%
General and administrative	(9,701)		(8,822)		(879)		10.0	%
Restructuring, impairment and other related costs	(2,674)		(13,091)		10,417		(79.6)	%
Total operating expense	(44,662)		(62,986)		18,324		(29.1)	%
Loss from operations	(25,414)		(44,147)		18,733		(42.4)	%

Other income (expense)
Interest income	1,819		1,934		(115)		(5.9)	%
Interest expense	(13,508)		(12,997)		(511)		3.9	%
Other, net	20,538		(182)		20,720		(11384.6)	%
Total other expense, net	8,849		(11,245)		20,094		(178.7)	%

Loss before income taxes	(16,565)		(55,392)		38,827		(70.1)	%
Income tax expense	—		(1,254)		1,254		(100.0)	%
Net loss	$	(16,565)	$	(56,646)	$	40,081	(70.8)	%


Net loss per share, basic and diluted	$	(0.11)	$	(0.50)	$	0.39	(78.0)	%

Revenue

Product Revenues, net

We generate product revenue through the sale of ZYNLONTA in the United States. Revenue is recognized when control is transferred to the customer at the net selling price, which includes reductions for gross-to-net (“GTN”) sales adjustments such as government rebates, chargebacks, distributor service fees, other rebates and administrative fees, sales returns and allowances and sales discounts. Our product revenue may fluctuate from period to period based on a number of factors, including patient demand, as well as the timing, dose and duration of patient therapy and customers’ ordering patterns, pricing and GTN deductions. We expect a relatively consistent level of GTN sales adjustments as a percentage of gross sales, but may also experience variability in GTN sales adjustments due to additional information and actual experience such as actual rebate and return rates.

Product revenues, net, were $18.6 million for the three months ended June 30, 2026 as compared to $18.1 million for the three months ended June 30, 2025, an increase of $0.5 million, or 3.0%. The increase is primarily attributable to a higher price. Sales volume was consistent on a period over period basis.

License Revenues and Royalties


Table of Contents

We are unable to predict the timing and amounts of license revenue and royalties as meeting milestones is subject to many factors outside of our control and we have limited control over our partners’ commercialization efforts.

License revenues and royalties were $0.6 million for the three months ended June 30, 2026 as compared to $0.8 million for the three months ended June 30, 2025. The decrease was attributable to decreased royalty revenue from our exclusive license agreement with SOBI to develop and commercialize ZYNLONTA in all territories other than the United States, greater China, Singapore and Japan.

Operating Expenses

Cost of Product Sales

Cost of product sales were $2.3 million for the three months ended June 30, 2026 as compared to cost of product sales of $0.8 million for the three months ended June 30, 2025, an increase of $1.5 million, or 181.0%. The increase in cost of product sales was primarily attributable to a $1.1 million increase in certain personnel costs, reflecting a change in focus of these personnel from research and development clinical supply activities to commercial manufacturing activities. Cost of product sales was also higher due to higher stability and storage charges for the three months ended June 30, 2026.

Research and Development Expenses

The following table summarizes our research and development expenses for the three months ended June 30, 2026 and 2025:


	Three Months Ended June 30,
(in thousands)	2026		2025		Change
External costs and overhead	$	7,609	$	17,793	$	(10,184)
Employee expenses(1)	8,349		11,812		(3,463)
Share-based compensation expense	1,408		485		923
Research and development expenses	$	17,366	$	30,090	$	(12,724)

(1) Excludes share-based compensation expense.

Research and development expense consists primarily of costs for production of preclinical and clinical-stage product candidates by CMOs; fees and other costs paid to contract research organizations in connection with the performance of preclinical studies and clinical trials; costs of related facilities, materials and equipment; external costs associated with obtaining intellectual property; depreciation; upfront fees and achieved milestone payments associated with R&D collaboration arrangements; and employee related expenses, including share-based compensation expense.

We expect our research and development expense to decrease for fiscal year 2026, as compared to 2025, primarily driven by an expected reduction in spending on discontinued programs and our preclinical product candidates and research pipeline as a result of the 2025 Restructuring, as well as reduced spend on ZYNLONTA due to the timing, progress and stage of clinical trials. Thereafter, our research and development expense may fluctuate from period to period based on a number of factors, including the timing, progress and stage of clinical trials, costs associated with regulatory approval processes and manufacturing costs associated with commercialization activities prior to the receipt of regulatory approval.

Our R&D expenses were $17.4 million for the three months ended June 30, 2026 as compared to $30.1 million for the three months ended June 30, 2025, a decrease of $12.7 million, or 42.3%.

The decrease in external costs and overhead of $10.2 million was driven primarily by discontinued programs and our preclinical product candidates and research pipeline as a result of the 2025 Restructuring, completion of IND-enabling activities for our PSMA-targeting ADC, as well as a decrease in ZYNLONTA spend due to the timing and enrollment of our ZYNLONTA clinical trials and related costs incurred in connection with the LOTIS-5 and LOTIS-7 trials.


Table of Contents

The changes in employee and share-based compensation expenses were primarily driven by lower wages and benefits of $2.8 million resulting from the 2025 Restructuring, partially offset by higher temporary project help of $0.6 million. Additionally, we had a $1.7 million shift in personnel costs (including $0.4 million in share-based compensation expense) to cost of product sales ($1.1 million), inventory capitalization ($0.5 million) and selling and marketing expense ($0.1 million), reflecting a change in focus of these personnel from research and development activities to commercial manufacturing and fulfillment activities. These decreases were partially offset by higher share-based compensation expense due to the timing of forfeitures of awards in connection with employee terminations and higher grant date fair values of RSU awards issued during the year, driven by both an increased number of awards and stock price appreciation at the time of grant.

Selling and Marketing Expenses

The following table summarizes our selling and marketing expenses for the three months ended June 30, 2026 and 2025:


	Three Months Ended June 30,
(in thousands)	2026		2025		Change
External costs and overhead	$	5,701	$	4,005	$	1,696
Employee expenses(1)	5,884		5,755		129
Share-based compensation expense	987		387		600
Selling and marketing expenses	$	12,572	$	10,147	$	2,425

(1) Excludes share-based compensation expense.

Selling and marketing costs (“S&M”) are expensed as incurred and are primarily attributable to commercialization of ZYNLONTA in the United States. S&M includes employee costs and share-based compensation expense for commercial employees and external costs related to commercialization (including professional fees, communication costs and IT costs, travel expenses and depreciation of property and equipment).

Selling and marketing expenses were $12.6 million for the three months ended June 30, 2026 as compared to $10.1 million for the three months ended June 30, 2025, an increase of $2.4 million, or 23.9%. The increase in external costs and overhead of $1.7 million was primarily attributable to higher spend on marketing and advertising expenses. The increase in employee and share-based compensation expenses were due to a $0.1 million increase in certain personnel costs, reflecting an increase in commercial fulfillment activities. The increase in share-based compensation expense was also driven by higher grant date fair values of RSU awards issued during the year, driven by both an increased number of awards and stock price appreciation at the time of grant.

General and Administrative Expenses

The following table summarizes our general and administrative expenses for the three months ended June 30, 2026 and 2025:


	Three Months Ended June 30,
(in thousands)	2026		2025		Change
External costs and overhead	$	3,987	$	3,119	$	868
Employee expenses(1)	3,587		4,515		(928)
Share-based compensation expense	2,127		1,188		939
General and administrative expenses	$	9,701	$	8,822	$	879

(1) Excludes share-based compensation expense.

General and administrative expense includes employee related costs (including wages, benefits and share-based compensation expense) for general and administrative employees, external costs (including, in particular, professional fees, legal fees and costs associated with maintaining patents and other intellectual property, communications costs and IT costs, facility expenses and travel expenses) and depreciation of property and equipment and right-of-use assets.

General and administrative expenses were $9.7 million for the three months ended June 30, 2026 as compared to $8.8 million for the three months ended June 30, 2025, an increase of $0.9 million, or 10.0%. The increase in external costs and overhead of $0.9 million was primarily related to higher legal expenses of $0.5 million and higher IT expenses of $0.3


Table of Contents

million. The decrease in employee expenses of $0.9 million was primarily due to lower wages and benefits. The increase in share-based compensation expense of $0.9 million was primarily due to higher grant date fair values of RSU awards issued during the year, driven by both an increased number of awards and stock price appreciation at the time of grant.

Restructuring, Impairment and Other Related Costs

In connection with the 2026 Restructuring, we incurred Restructuring, impairment, and other related costs of $2.7 million for the three months ended June 30, 2026, which consisted of severance and related benefit costs. We expect to pay the majority of the 2026 restructuring costs by the third quarter of 2026. In connection with the 2025 Restructuring, we incurred Restructuring, impairment, and other related costs of $13.1 million for the three months ended June 30, 2025, which consisted of $6.7 million in severance and related benefit costs and $6.4 million in impairment of long-lived assets and prepaid expenses. The 2025 Restructuring was complete as of June 30, 2026.

Other Income (Expense)

Interest Income

Interest income was $1.8 million for the three months ended June 30, 2026 as compared to $1.9 million for the three months ended June 30, 2025, a decrease of $0.1 million, or 5.9%. The decrease was primarily due to lower yields received on our cash deposits and lower average cash balances.

Interest Expense

Interest expense is primarily related to the accretion of our deferred royalty obligation with HCR and the senior secured term loan facility. Interest expense was $13.5 million for the three months ended June 30, 2026 as compared to $13.0 million for the three months ended June 30, 2025, an increase of $0.5 million, or 3.9%. The increase was primarily related to higher accretion of our deferred royalty obligation with HCR as a result of higher total revenue, net, as well as a higher effective interest rate as a result of the HCR Amendment.

Other, net

Other, net consists primarily of the change in the fair value of the HCR warrant obligation, cumulative catch-up adjustments related to our deferred royalty obligation and the R&D tax credit from our UK operations. Other, net as of June 30, 2026 and 2025 included the following:


	Three Months Ended June 30,
(in thousands)	2026		2025		Change

HCR warrant obligation, change in fair value income	$	14,367	$	—	$	14,367
Cumulative catch-up adjustment income, deferred royalty obligation	6,329		184		6,145
Exchange differences gain (loss)	(120)		(847)		727
R&D tax credit gain (loss)	(38)		481		(519)
Total	$	20,538	$	(182)	$	20,720

HCR Warrants

On February 18, 2026, we entered into an amendment (the “HCR Amendment”) to the Purchase and Sale Agreement, dated August 25, 2021 (the “Original HCR Agreement” and, as amended by the HCR Amendment, the “Amended HCR Agreement”). In connection with the HCR Amendment, the Company issued to HCR warrants to purchase 9,834,776 common shares. The HCR warrant obligation has been recorded at its initial fair value at the time the agreement was entered into on February 18, 2026 and is remeasured to fair value at the end of each reporting period. The fair value of the warrant obligation as of June 30, 2026 was $4.2 million. The income of $14.4 million for the three months ended June 30, 2026 was primarily due to the decrease in fair value of the underlying shares during the respective period.

Cumulative catch-up adjustment income, deferred royalty obligation

We periodically assess the expected payments to HCR based on our underlying revenue projections and to the extent the amount or timing of such payments is materially different than our initial estimates we will record a cumulative catch-up adjustment to the deferred royalty obligation. The adjustment to the carrying amount is recognized in Other, net as an adjustment in the period in which the change in estimate occurred. The cumulative catch-up adjustment income was $6.3 million for the three months ended June 30, 2026 as compared to $0.2 million for the three months ended June 30, 2025, a


Table of Contents

change of $6.1 million. The change was primarily due to revised revenue forecasts incorporated into the valuation model in 2026, as a result of changes in assumptions in the Company’s updated strategic and development plans.

Income Tax Expense

We are subject to corporate income taxation in Switzerland and in other jurisdictions in which we operate, including the United States and the United Kingdom, where our two wholly-owned subsidiaries are incorporated. Under Swiss law, we are permitted to carry forward net operating losses for up to seven years, which may be used to offset future taxable income. Under U.S. tax law, research and development tax credits may generally be carried forward for up to 20 years and used to offset future tax liabilities, subject to statutory requirements. We recorded an income tax expense of nil for the three months ended June 30, 2026 as compared to $1.3 million for the three months ended June 30, 2025, primarily driven by a tax adjustment in our UK operations recorded in the comparable prior period as a result of the 2025 Restructuring.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025:


	Six Months Ended June 30,
(in thousands, except percentages and per share)	2026		2025		Change		% Change
Revenue
Product revenues, net	$	38,667	$	35,489	$	3,178	9.0	%
License revenues and royalties	1,432		6,383		(4,951)		(77.6)	%
Total revenue, net	40,099		41,872		(1,773)		(4.2)	%

Operating expense
Cost of product sales	(5,964)		(2,897)		(3,067)		105.9	%
Research and development	(37,243)		(59,018)		21,775		(36.9)	%
Selling and marketing	(25,280)		(20,700)		(4,580)		22.1	%
General and administrative	(19,597)		(18,777)		(820)		4.4	%
Restructuring, impairment and other related costs	(2,674)		(13,091)		10,417		(79.6)	%
Total operating expense	(90,758)		(114,483)		23,725		(20.7)	%
Loss from operations	(50,659)		(72,611)		21,952		(30.2)	%

Other income (expense)
Interest income	3,813		3,988		(175)		(4.4)	%
Interest expense	(25,857)		(25,227)		(630)		2.5	%
Other, net	23,170		21		23,149		110233.3	%
Total other expense, net	1,126		(21,218)		22,344		(105.3)	%

Loss before income taxes	(49,533)		(93,829)		44,296		(47.2)	%
Income tax expense	—		(1,419)		1,419		(100.0)	%
Net loss	(49,533)		(95,248)		45,715		(48.0)	%


Net loss per share, basic and diluted	$	(0.32)	$	(0.86)	$	0.54	(62.8)	%

Revenue

Product Revenues, net


Table of Contents

Product revenues, net, were $38.7 million for the six months ended June 30, 2026 as compared to $35.5 million for the six months ended June 30, 2025, an increase of $3.2 million, or 9.0%. The increase is primarily attributable to higher sales volume and a higher price.

License Revenues and Royalties

We generate license revenue and royalties from our strategic agreements for the development and commercialization of ZYNLONTA outside of the United States. Under these agreements, we receive upfront payments and are eligible for certain milestone payments and royalties. See “Item 1. Business—Material Contracts” in our Annual Report on Form 10-K. We are unable to predict the timing and amounts of license revenue and royalties as meeting milestones is subject to many factors outside of our control and we have limited control over our partners’ commercialization efforts.

License revenues and royalties were $1.4 million for the six months ended June 30, 2026 as compared to $6.4 million for the six months ended June 30, 2025. The decrease was driven by a one-time $5.0 million milestone recognized during the prior year. We received the $5.0 million milestone in connection with the conditional approval by Health Canada for the treatment of relapsed or refractory DLBCL after two or more lines of systemic therapy under our exclusive license agreement with Sobi.

Operating Expenses

Cost of Product Sales

Cost of product sales were $6.0 million for the six months ended June 30, 2026 as compared to cost of product sales of $2.9 million for the six months ended June 30, 2025, an increase of $3.1 million, or 105.9%. The increase in cost of product sales was primarily attributable to a $2.5 million increase in certain personnel costs, reflecting a change in focus of these personnel from research and development clinical supply activities to commercial manufacturing activities. Cost of product sales was also higher due to higher stability, shipping and storage charges for the six months ended June 30, 2026.

Research and Development Expenses

The following table summarizes our research and development expenses for the six months ended June 30, 2026 and 2025:


	Six Months Ended June 30,
(in thousands)	2026		2025		Change
External costs and overhead	$	16,747	$	33,050	$	(16,303)
Employee expenses(1)	18,206		24,490		(6,284)
Share-based compensation expense	2,290		1,478		812
Research and development expenses	$	37,243	$	59,018	$	(21,775)

(1) Excludes share-based compensation expense.


Table of Contents

Our R&D expenses were $37.2 million for the six months ended June 30, 2026 as compared to $59.0 million for the six months ended June 30, 2025, a decrease of $21.8 million, or 36.9%.

The decrease in external costs and overhead of $16.3 million was driven primarily by discontinued programs and our preclinical product candidates and research pipeline as a result of the 2025 Restructuring and completion of IND-enabling activities for our PSMA-targeting ADC.

The changes in employee and share-based compensation expenses were primarily driven by lower wages and benefits of $5.2 million resulting from the 2025 Restructuring, partially offset by higher temporary project help of $1.9 million. Additionally, we had a $3.8 million shift in personnel costs (including $0.7 million in share-based compensation expense) to cost of product sales ($2.3 million), inventory capitalization ($1.1 million) and selling and marketing expense ($0.4 million), reflecting a change in focus of these personnel from research and development activities to commercial manufacturing and fulfillment activities. These decreases were partially offset by higher share-based compensation expense due to the timing of forfeitures of awards in connection with employee terminations and higher grant date fair values of RSU awards issued during the year, driven by both an increased number of awards and stock price appreciation at the time of grant.

Selling and Marketing Expenses

The following table summarizes our selling and marketing expenses for the six months ended June 30, 2026 and 2025:


	Six Months Ended June 30,
(in thousands)	2026		2025		Change
External costs and overhead	$	11,006	$	8,632	$	2,374
Employee expenses(1)	12,569		11,445		1,124
Share-based compensation expense	1,705		623		1,082
Selling and marketing expenses	$	25,280	$	20,700	$	4,580

(1) Excludes share-based compensation expense.

Selling and marketing expenses were $25.3 million for the six months ended June 30, 2026 as compared to $20.7 million for the six months ended June 30, 2025, an increase of $4.6 million, or 22.1%. The increase in external costs and overhead of $2.4 million was primarily attributable to higher spend on marketing and advertising expenses, training initiatives and related travel costs. The increase in employee and share-based compensation expenses were primarily due to an increase in wages and benefits of $0.8 million and a $0.4 million increase in certain personnel costs, reflecting an increase in commercial fulfillment activities. The increase in share-based compensation expense was also driven by higher grant date fair values of RSU awards issued during the year, driven by both an increased number of awards and stock price appreciation at the time of grant.

General and Administrative Expenses

The following table summarizes our general and administrative expenses for the six months ended June 30, 2026 and 2025:


	Six Months Ended June 30,
(in thousands)	2026		2025		Change
External costs and overhead	$	8,219	$	6,831	$	1,388
Employee expenses(1)	7,790		9,565		(1,775)
Share-based compensation expense	3,588		2,381		1,207
General and administrative expenses	$	19,597	$	18,777	$	820

(1) Excludes share-based compensation expense.


Table of Contents

legal fees and costs associated with maintaining patents and other intellectual property, communications costs and IT costs, facility expenses and travel expenses) and depreciation of property and equipment and right-of-use assets.

General and administrative expenses were $19.6 million for the six months ended June 30, 2026 as compared to $18.8 million for the six months ended June 30, 2025, an increase of $0.8 million, or 4.4%. The increase in external costs and overhead of $1.4 million was primarily related to higher IT expenses of $0.6 million, a one-time VAT recovery of $0.5 million recognized in the prior year and $0.3 million in higher legal expenses. The decrease in employee expenses of $1.8 million was primarily due to lower wages and benefits of $1.6 million and lower temporary project help of $0.2 million. The increase in share-based compensation expense of $1.2 million was primarily due to higher grant date fair values of RSU awards issued during the year, driven by both an increased number of awards and stock price appreciation at the time of grant.

Restructuring, Impairment and Other Related Costs

In connection with the 2026 Restructuring, we incurred Restructuring, impairment, and other related costs of $2.7 million for the six months ended June 30, 2026, which consisted of severance and related benefit costs. We expect to pay the majority of the 2026 restructuring costs by the third quarter of 2026. In connection with the 2025 Restructuring, we incurred Restructuring, impairment, and other related costs of $13.1 million for the six months ended June 30, 2025, which consisted of $6.7 million in severance and related benefit costs and $6.4 million in impairment of long-lived assets and prepaid expenses. The 2025 Restructuring was complete as of June 30, 2026.

Other Income (Expense)

Interest Income

Interest income was $3.8 million for the six months ended June 30, 2026 as compared to $4.0 million for the six months ended June 30, 2025, a decrease of $0.2 million or 4.4%. The decrease was primarily due to lower yields received on our cash deposits.

Interest Expense

Interest expense is primarily related to the accretion of our deferred royalty obligation with HCR and the senior secured term loan facility. Interest expense was $25.9 million for the six months ended June 30, 2026 as compared to $25.2 million for the six months ended June 30, 2025, an increase of $0.6 million, or 2.5%. The increase was primarily related to higher accretion of our deferred royalty obligation with HCR as a result of higher total revenue, net, as well as a higher effective interest rate as a result of the HCR Amendment.

Other, net


	Six Months Ended June 30,
(in thousands)	2026		2025		Change

HCR warrant obligation, change in fair value income	$	16,594	$	—	$	16,594
Cumulative catch-up adjustment, deferred royalty obligation	6,401		196		6,205
Exchange differences gain (loss)	213		(937)		1,150
R&D tax credit gain (loss)	(38)		762		(800)
Total	$	23,170	$	21	$	23,149

HCR Warrants

On February 18, 2026, we entered into an amendment (the “HCR Amendment”) to the Purchase and Sale Agreement, dated August 25, 2021 (the “Original HCR Agreement” and, as amended by the HCR Amendment, the “Amended HCR Agreement”). In connection with the HCR Amendment, the Company issued to HCR warrants to purchase 9,834,776 common shares. The HCR warrant obligation has been recorded at its initial fair value at the time the agreement was entered into on February 18, 2026 and is remeasured to fair value at the end of each reporting period. The fair value of the warrant obligation as of June 30, 2026 was $4.2 million. The income of $16.6 million for the six months ended June 30, 2026 was primarily due to the decrease in fair value of the underlying shares during the respective period.


Table of Contents

Cumulative catch-up adjustment income, deferred royalty obligation

We periodically assess the expected payments to HCR based on our underlying revenue projections and to the extent the amount or timing of such payments is materially different than our initial estimates we will record a cumulative catch-up adjustment to the deferred royalty obligation. The adjustment to the carrying amount is recognized in Other, net as an adjustment in the period in which the change in estimate occurred. The cumulative catch-up adjustment income was $6.4 million for the six months ended June 30, 2026 as compared to $0.2 million for the six months ended June 30, 2025, a change of $6.2 million. The change was primarily due to revised revenue forecasts incorporated into the valuation model in 2026, as a result of changes in assumptions in the Company’s updated strategic and development plans.

Income Tax Expense

We are subject to corporate taxation in Switzerland and in other jurisdictions in which we operate, including the United States and the United Kingdom, where our two wholly-owned subsidiaries are incorporated. Under Swiss law, we are permitted to carry forward net operating losses for up to seven years, which may be used to offset future taxable income. Under U.S. tax law, research and development tax credits may generally be carried forward for up to 20 years and used to offset future tax liabilities, subject to statutory requirements. We recorded an income tax expense of nil for the six months ended June 30, 2026 as compared to $1.4 million for the six months ended June 30, 2025, primarily driven by a tax adjustment in our UK operations recorded in the comparable prior period as a result of the 2025 Restructuring.

Liquidity and Capital Resources

As of June 30, 2026, we had cash and cash equivalents of $219.1 million and believe that our current cash position and capital resources are sufficient to fund our operation and meet capital requirements for at least the next twelve months from the date of this report.

We plan to continue to fund our operating needs through our existing cash and cash equivalents, revenues from sales of ZYNLONTA, potential milestone and royalty payments under our licensing agreements and additional equity financings, debt financings and/or other forms of financing, as well as potential funds provided by collaborations. We are continuously exploring a broad range of value maximizing alternatives, including strategic collaborations, business combinations, licensing opportunities, financing and refinancing opportunities and other strategies. However, we may be unable to identify or execute on such opportunities on favorable terms, if at all.

Sources of Liquidity and Capital Resources

To date, we have financed our operations primarily through equity financings, convertible debt and senior secured term loan financings, and additional funds provided by collaborations and royalty financings and sales of ZYNLONTA in the United States. For a description of the Loan Agreement, Amended HCR Agreement and other license and collaboration agreements, see “Item 1. Business - Material Contracts” in our Annual Report.

Uses of Capital Resources

Our primary uses of capital are, and we expect will continue to be, research and development expenses, selling and marketing expenses, compensation and related expenses, interest and principal payments on debt obligations and other operating expenses. We expect to incur substantial expenses as we continue to devote substantial resources to research and development and marketing and commercialization efforts, in particular to grow ZYNLONTA in the 3L+ DLBCL setting, continue to study and advance ZYNLONTA in earlier lines of therapy and in combinations to potentially expand our market opportunity. Cash used to fund operating expenses is impacted by the timing of when we pay expenses, as reflected in the change in our outstanding accounts payable and accrued expenses, as well as the timing of collecting receivables from the sale of ZYNLONTA and paying royalties related to our deferred royalty obligation.

Cash Flows

The following table summarizes our cash flows for the six months ended June 30, 2026 and 2025:


Table of Contents


	Six Months Ended June 30,
(in thousands)	2026		2025		Change
Net cash (used in) provided by:
Operating activities	$	(41,517)	$	(80,421)	$	38,904
Investing activities	(32)		(264)		232
Financing activities	(682)		94,054		(94,736)
Net change in cash and cash equivalents	$	(42,231)	$	13,369	$	(55,600)

Operating Activities

Net cash used in operating activities was $41.5 million for the six months ended June 30, 2026 as compared to $80.4 million for the six months ended June 30, 2025, a decrease of $38.9 million. The decrease was primarily due to the prior year payment of the 2023 discarded drug rebate of $7.2 million, a $10.6 million period over period increase in the collection of accounts receivable and overall reduction in net loss and operating costs in connection with the 2025 Restructuring Plan, partially offset by the $5 million SOBI milestone received in prior year in connection with ZYNLONTA’s conditional approval by Health Canada for the treatment of relapsed or refractory DLBCL after two or more lines of systemic therapy.

Investing Activities

Net cash used in investing activities was less than $0.1 million for the six months ended June 30, 2026 as compared to $0.3 million for the six months ended June 30, 2025, a decrease of $0.2 million. The decrease in net cash used in investing activities relates to timing of purchases of property and equipment.

Financing Activities

Net cash used in financing activities was $0.7 million for the six months ended June 30, 2026 and primarily related to taxes paid related to net settled equity awards. Net cash provided by financing activities was $94.1 million for the six months ended June 30, 2025 and primarily related to the net proceeds received from the completion of the Company’s 2025 Private Placement in June 2025.

Off-Balance Sheet Arrangements

During the periods presented, we did not have, and we do not currently have, any off-balance sheet arrangements.

Contractual Obligations and Commitments

There have been no material changes from the contractual obligations and commitments previously disclosed in our Annual Report.

Critical Accounting Estimates

The preparation of our unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our unaudited condensed consolidated financial statements. There have been no material changes to the critical accounting estimates previously disclosed in our Annual Report.

Recently Issued and Adopted Accounting Pronouncements

Refer to Note 2 to our unaudited condensed consolidated financial statements for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the date of this Quarterly Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are not required to provide the information required by this Item 3 as we are a smaller reporting company.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has performed an evaluation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the


Table of Contents

Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer, has concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective in ensuring that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes to internal control over financial reporting during the quarter ended June 30, 2026, that would have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be subject to various legal proceedings and claims that arise in the ordinary course of our business activities. The results of litigation and claims cannot be predicted with certainty. As of the date of this Quarterly Report, we do not believe that we are party to any claim or litigation, the outcome of which would, individually or in the aggregate, be reasonably expected to have a material adverse effect on our business.

Item 1A. Risk Factors

Below we are providing, in supplemental form, an addition to our risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

The FDA expressed substantial concerns that the results from the LOTIS-5 trial are not supportive of a favorable benefit-risk assessment or verification of clinical benefit.

Following the publication of topline results from the LOTIS-5, we discussed the results with the FDA. The FDA noted that the increased Grade 5 adverse events in the treatment arm, compared to the control arm, when assessed in the context of a marginal treatment benefit, processes, substantial concerns that the trial results are not supportive of a favorable benefit-risk assessment or verification of clinical benefit. In the event we decide not to submit an sBLA for LOTIS 5 (or a similar supplemental application in foreign jurisdictions) or in the event we submit an sBLA to the FDA for LOTIS-5 (or a similar supplemental application in foreign jurisdictions), the FDA and other regulatory authorities may determine that the data is insufficient for approval in earlier lines of therapy or for full approval in third-line or later setting. As a result, an additional confirmatory trial may be required, which will require significant time and resources and be subject to the same risks as other clinical trials and the timing and results of which are uncertain. While we are currently able to continue to commercialize ZYNLONTA in the third line or later setting under its existing accelerated approval in the United States (and our partners in other jurisdiction are able to commercialize under similar conditional approvals), continued approval for this indication is contingent upon verification and description of clinical benefit in a confirmatory trial. The LOTIS-5 trial results could lead regulatory authorities to seek withdrawal of current approvals for ZYNLONTA as a monotherapy in 3L+DLBCL. Further, the results of the LOTIS-5 trial and the perception of the benefit-risk profile of the drug could adversely affect sales of the product and affect enrollment and participation in and perception of our other clinical trials involving ZYNLONTA for other indications and likelihood of approval or compendia inclusion for other indications.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

There were no sales of unregistered equity securities during the period covered by this report.

Issuer Purchases of Equity Securities

There were no purchases of our equity securities by or on behalf of us or any affiliated purchaser during the period covered by this report.

Item 3. Defaults Upon Senior Securities


Table of Contents

None.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information

Insider Trading Arrangements

None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the period covered by this report.

Item 6. Exhibits

Exhibits

The exhibits listed below are filed with or incorporated by reference into this Quarterly Report.

Incorporation by Reference

Exhibit No.

Description

Form

File No.

Exhibit No.

Filing Date

3.1

Articles of Association of ADC Therapeutics SA

8-K

001-39071

3.1

June 2, 2026

10.1

Amendment to the 2019 Equity Incentive plan

DEF 14A

001-39071

Appendix A

April 20, 2026

10.2*

Incentive Award Agreement with Ameet Mallik

10.3*

Incentive Award Agreement with Jose Carmona

10.4*

Incentive Award Agreement with Mohamed Zaki

31.1*

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Taxonomy Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (embedded with the Inline XBRL document and contained in Exhibit 101)

* Filed herewith.


Table of Contents

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.


	ADC Therapeutics SA

		/s/ Ameet Mallik
Date: August 13, 2026	By:	Ameet Mallik
		Chief Executive Officer
		(Principal Executive Officer)


		/s/ Jose Carmona
Date: August 13, 2026	By:	Jose Carmona
		Chief Financial Officer
		(Principal Financial Officer)


		/s/ Lisa Kallebo
Date: August 13, 2026	By:	Lisa Kallebo
		Corporate Controller and Chief Accounting Officer
		(Principal Accounting Officer)

ADC Therapeutics - 10-Q quarterly report FY2026 Q2

What is the market capitalization of a company?

DISCLAIMER

Contact

Links