---
schema_version: "secwatch.filing_event.v1"
accession: "0000950103-26-002466"
form_type: "8-K"
ticker: "ADCT"
cik: "0001771910"
company_name: "ADC Therapeutics SA"
filed_at: "2026-02-23T23:59:59+00:00"
generated_at: "2026-05-16T01:13:05.883149+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# ADC Therapeutics cuts change-of-control payment to HCR from $750M to $150-200M; issues warrants

## Summary
- Under amended HCR agreement, change-of-control payment reduced to $150M before 2028 or $200M after, from $750M previously.
- Post-change-of-control royalties continue unless bought out for $525M-$750M less payments already made.
- ADC issued warrants to HCR for 9,834,776 common shares at $3.8130 per share, exercisable until Dec 31, 2030.
- Warrants are non-transferable before Jan 1, 2028; registration statement to be filed within 30 business days.
- HCR had already provided $300M under original 2021 agreement; amendment reduces ADC's near-term buyout risk.

## SEC filing metadata
- accession: 0000950103-26-002466
- form_type: 8-K
- ticker: ADCT
- cik: 0001771910
- company_name: ADC Therapeutics SA
- filed_at: 2026-02-23T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1771910/000095010326002466/0000950103-26-002466-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1771910/000095010326002466/dp241844_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950103-26-002466
- JSON: https://secwatch.observer/filing/0000950103-26-002466.json
- Plain text: https://secwatch.observer/filing/0000950103-26-002466.txt

## Key facts
- Material Agreements
  ADC Therapeutics SA amended Amendment with entities managed by HealthCare Royalty Management, LLC (effective 2026-02-18).
  - Action: amendment
  - Agreement: asset purchase
  - Counterparty: entities managed by HealthCare Royalty Management, LLC
  - Effective: 2026-02-18
  source text: On February 18, 2026, ADC Therapeutics SA (the “Company”) entered into an amendment (the “Amendment”) to the Purchase and Sale Agreement, dated August 25, 2021 (the “Original Agreement” and, as amended by the Amendment, the “Amended Agreement”), among the Company and entities managed by HealthCare Royalty Management, LLC (“HCR”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1771910/000095010326002466/0000950103-26-002466-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.