ADC Therapeutics SA 2025年度报告

FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to ADC Therapeutics SA Not Applicable BiopôleRoute de la Corniche 3B1066 EpalingesSwitzerland(Address of principal executive offices) (Zip code) Securities registered pursuant to Section 12(b) of the Act: The New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ 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 90days. 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 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 emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Large accelerated filer☐Non-accelerated filer☒ 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☒ Table of Contents Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates, based on the closing price of the common shares on The New YorkStock Exchange, as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $136.4million. As of March 2, 2026, the number of common shares outstanding was 127,044,356. DOCUMENTS INCORPORATED BY REFERENCE:ADC Therapeutics SA intends to file a definitive proxy statement pursuant to Regulation 14A relating to its 2026 Annual General Meeting within 120 days of the end of its fiscal year ended December31, 2025. Portions of such definitive proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K tothe extent stated herein. Table of Contents PART I1Item 1. Business1Item 1A. Risk Factors36Item 1B. Unresolved Staff Comments69Item 1C. Cybersecurity69Item 2. Properties70Item 3. Legal Proceedings70Item 4. Mine Safety Disclosure70PART II70Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities71Item 6. Reserved73Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations73Item 7A. Quantitative and Qualitative Disclosures About Market Risk83Item 8. Financial Statements and Supplementary Data84Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure130Item 9A. Controls and Procedures130Item 9B. Other Information131Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections131PART III131Item 10. Directors, Executive Officers and Corporate Governance131Item 11. Executive Compensation131Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters132Item 13. Certain Relationships and Related Transactions, and Director Independence132Item 14. Principal Accounting Fees and Services132PART IV132I