UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No. )


Filed by the registrant			☒
Filed by a party other than the Registrant			☐

Check the appropriate box:

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

ADC Therapeutics SA

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

ADC Therapeutics SA

NOTICE OF THE 2026 ANNUAL GENERAL MEETING OF

SHAREHOLDERS

Date and Time: June 1, 2026 at 9:00 AM EDT / 3:00 PM CEST

(login available from 8:00 AM EDT / 2:00 PM CEST)

Annual Meeting to Be Held Virtually at: www.gvmanager-live.ch/adc

Dear Shareholders:

We are pleased to invite you to the 2026 annual general meeting of shareholders (the “Annual Meeting”) of ADC Therapeutics SA (the “Company”) to be held virtually on June 1, 2026, at 9:00 AM EDT / 3:00 PM CEST at www.gvmanager-live.ch/adc. The Annual Meeting will be held only virtually.

At the Annual Meeting, shareholders will be asked to consider and vote upon the following matters, all of which are discussed in greater detail in the accompanying proxy statement:

1.	Approving the Company’s management report, annual financial statements and consolidated financial statements for the year ended December 31, 2025 (collectively, the “Reports”) and acknowledging the auditors’ reports for the year ended December 31, 2025 (the “Auditors’ Report”).

2.	Approving, on an advisory basis under Swiss law, the Company’s compensation report for the year ended December 31, 2025.

3.	Discharging the members of the board of directors and the executive committee from liability for the year ended December 31, 2025.

4.	Approving the appropriation of the financial results for the year ended December 31, 2025 by carrying forward the loss resulting from such year.

5.	Reelecting nominees to the board of directors.

6.	Reelecting nominees to the compensation committee of the board of directors.

7.	Reelecting PHC Notaires, in Lausanne, Switzerland, as the independent proxy.

8.	Reelecting PricewaterhouseCoopers SA as the auditors.

9.	Approving, on a binding basis under Swiss law, the compensation of the board of directors and the executive committee.

10.	Approving, on an advisory basis under U.S. law, the compensation paid to our named executive officers.

11.	Approving an amendment to increase the number of shares authorized under 2019 Equity Incentive Plan.

12.

Approving amendments to articles 4a, 4b and 4c of the articles of association to increase the Company’s capital range (article 4a), conditional share capital for employee participation (article 4b) and conditional share capital for financing, acquisitions and other purposes (article 4c) as well as the introduction of article 4d regarding a conditional share capital based on the capital range.

We will also consider and act upon any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof.

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Only shareholders of record at the close of business on April 16, 2026, are entitled to notice of, attend and vote at the Annual Meeting or any postponement(s) or adjournment(s) of the Annual Meeting.

Under U.S. Securities and Exchange Commission (“SEC”) rules that allow companies to furnish proxy materials to shareholders over the Internet, we have elected to make our proxy materials available to all of our shareholders over the Internet. On or about April 22, 2026, we will commence sending to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for the Annual Meeting, the Reports and the Auditors’ Report. The Notice also provides instructions on how to vote online or by mail and includes instructions on how to receive a paper copy of the proxy materials by mail.

Whether or not you plan to attend the Annual Meeting, it is important that you cast your vote. You may vote online or by mail.

Thank you for your ongoing support of and interest in ADC Therapeutics SA.

By order of the board of directors,

/s/ Ron Squarer

Chair of the board of directors

/s/ Peter J. Graham

Secretary

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INFORMATION ABOUT THE ANNUAL MEETING			2
BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE MATTERS			9
EXECUTIVE COMPENSATION			16
DIRECTOR COMPENSATION			31
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			33
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			35
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS			37
PRINCIPAL ACCOUNTING FEES AND SERVICES			38
AUDIT COMMITTEE REPORT			39
PROPOSAL NO. 1: APPROVING THE COMPANY’S MANAGEMENT REPORT, ANNUAL FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND ACKNOWLEDGING THE AUDITORS’ REPORTS FOR THE YEAR ENDED DECEMBER 31, 2025			40
PROPOSAL NO. 2: APPROVING, ON AN ADVISORY BASIS UNDER SWISS LAW, THE COMPANY’S COMPENSATION REPORT FOR THE YEAR ENDED DECEMBER 31, 2025			41
PROPOSAL NO. 3: DISCHARGING THE MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE FROM LIABILITY FOR THE YEAR ENDED DECEMBER 31, 2025			42
PROPOSAL NO. 4: APPROVING THE APPROPRIATION OF THE FINANCIAL RESULTS FOR THE YEAR ENDED DECEMBER 31, 2025 BY CARRYING FORWARD THE LOSS RESULTING FROM SUCH YEAR			43
PROPOSAL NO. 5: REELECTING NOMINEES TO THE BOARD OF DIRECTORS			44
PROPOSAL NO. 6: REELECTING NOMINEES TO THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS			45
PROPOSAL NO. 7: REELECTING PHC NOTAIRES, IN LAUSANNE, SWITZERLAND, AS THE INDEPENDENT PROXY			46
PROPOSAL NO. 8: REELECTING PRICEWATERHOUSECOOPERS SA AS THE AUDITORS			47
PROPOSAL NO. 9: APPROVING, ON A BINDING BASIS UNDER SWISS LAW, THE COMPENSATION OF THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE			48
PROPOSAL NO. 10: APPROVING, ON AN ADVISORY BASIS UNDER U.S. LAW, THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS			49
PROPOSAL NO. 11: APPROVING AN AMENDMENT TO INCREASE THE NUMBER OF SHARES AUTHORIZED UNDER THE 2019 EQUITY INCENTIVE PLAN			50
PROPOSAL NO. 12: APPROVING AMENDMENTS TO ARTICLES 4A, 4B AND 4C OF THE ARTICLES OF ASSOCIATION TO INCREASE THE COMPANY’S CAPITAL RANGE (ARTICLE 4A), CONDITIONAL SHARE CAPITAL FOR EMPLOYEE PARTICIPATION (ARTICLE 4B) AND CONDITIONAL SHARE CAPITAL FOR FINANCING, ACQUISITIONS AND OTHER PURPOSES (ARTICLE 4C) AS WELL AS THE INTRODUCTION OF ARTICLE 4D REGARDING A CONDITIONAL SHARE CAPITAL BASED ON THE CAPITAL RANGE			52
OTHER MATTERS			58
APPENDIX A			A-1

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ADC Therapeutics SA

PROXY STATEMENT

2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Date and Time: June 1, 2026 at 9:00 AM EDT / 3:00 PM CEST

(login available from 8:00 AM EDT / 2:00 PM CEST)

Annual Meeting to Be Held Virtually at: www.gvmanager-live.ch/adc

This proxy statement (this “Proxy Statement”) and Notice of the 2026 Annual General Meeting of Shareholders are being provided to you in connection with the solicitation of proxies by our board of directors for use at our 2026 annual general meeting of shareholders (the “Annual Meeting”) to be held virtually on June 1, 2026, at 9:00 AM EDT / 3:00 PM CEST at www.gvmanager-live.ch/adc. The Annual Meeting will be held only virtually.

Shareholders of record at the close of business on April 16, 2026 are invited to attend the Annual Meeting and are entitled to vote on the proposals described in this Proxy Statement.

On or about April 22, 2026, we made available this Proxy Statement and the attached Notice of the 2026 Annual General Meeting of Shareholders to all shareholders entitled to vote at the Annual Meeting and we began sending the Notice Regarding the Availability of Proxy Materials to all shareholders entitled to vote at the Annual Meeting. Our Annual Report on Form 10-K for the year ended December 31, 2025, containing our financial statements for the year ended December 31, 2025, accompanies this Proxy Statement and forms part of the proxy materials.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 1, 2026

This Proxy Statement is not a form for voting and presents only an overview of the proxy materials, which contain important information. You are encouraged to access and view the complete proxy materials before voting. This Proxy Statement and the proxy materials, including our Annual Report on Form 10-K, management report, annual financial statements, consolidated financial statements, auditors’ reports and compensation report for the year ended December 31, 2025, are available for viewing, printing and downloading at ir.adctherapeutics.com/sec-filings/annual-reports-and-proxies/default.aspx. Additionally, you can find a copy of this Proxy Statement and our Annual Report on Form 10-K on the website of the U.S. Securities and Exchange Commission (the “SEC”) at sec.gov. You may also obtain a printed copy of this Proxy Statement and the proxy materials, including our Annual Report on Form 10-K, management report, annual financial statements, consolidated financial statements, auditors’ reports and compensation report for the year ended December 31, 2025, at no cost, upon written or oral request to us at the following address: Investor Relations, ADC Therapeutics SA, c/o ADC Therapeutics America, Inc., 430 Mountain Avenue, 4th Floor, New Providence, NJ 07974; (908) 731-5556.

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INFORMATION ABOUT THE ANNUAL MEETING

Why am I receiving this Proxy Statement?

ADC Therapeutics SA (the “Company”) is soliciting proxies for the Annual Meeting. You are receiving this Proxy Statement because you owned common shares of the Company at the close of business on April 16, 2026, the record date for the Annual Meeting, which entitles you to vote at the Annual Meeting, unless you dispose of your common shares or otherwise cease to have voting rights in relation to your common shares before the Annual Meeting. By use of a proxy, you can vote whether or not you attend the Annual Meeting. This Proxy Statement describes the matters on which we would like you to vote and provides information on those matters so that you can make an informed decision.

When and where is the Annual Meeting?

The Annual Meeting is scheduled to be held virtually on June 1, 2026, at 9:00 AM EDT / 3:00 PM CEST at www.gvmanager-live.ch/adc. The Annual Meeting will be held only virtually.

What is the purpose of the Annual Meeting?

At the Annual Meeting, shareholders will be asked to consider and vote upon the following matters:

1.	Approving the Company’s management report, annual financial statements and consolidated financial statements for the year ended December 31, 2025 (collectively, the “Reports”) and acknowledging the auditors’ reports for the year ended December 31, 2025 (the “Auditors’ Report”).

2.	Approving, on an advisory basis under Swiss law, the Company’s compensation report for the year ended December 31, 2025.

3.	Discharging the members of the board of directors and the executive committee from liability for the year ended December 31, 2025.

4.	Approving the appropriation of the financial results for the year ended December 31, 2025, by carrying forward the loss resulting from such year.

5.	Reelecting nominees to the board of directors.

6.	Reelecting nominees to the compensation committee of the board of directors.

7.	Reelecting PHC Notaires, in Lausanne, Switzerland, as the independent proxy.

8.	Reelecting PricewaterhouseCoopers SA as the auditors.

9.	Approving, on a binding basis under Swiss law, the compensation of the board of directors and the executive committee.

10.	Approving, on an advisory basis under U.S. law, the compensation paid to our named executive officers.

11.	Approving an amendment to increase the number of shares authorized under the 2019 Equity Incentive Plan.

12.

We will also consider and act upon any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof. If any other matter properly comes before the shareholders for a vote at the Annual Meeting, unless the shareholder has given the Independent Proxy different instructions, the Independent Proxy will have authority to vote the proxy on such matters in accordance with the recommendations of the board of directors.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

In accordance with SEC rules, we are permitted to furnish proxy materials to our shareholders by providing access to such documents on the Internet instead of mailing printed copies. If you received a Notice of Internet Availability

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of Proxy Materials (the “Notice”) by mail, you will not receive a printed copy of the other proxy materials, unless you request them. Instead, the Notice will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet or by mail. If you would like to receive a paper copy of any or all of the proxy materials, you should follow the instructions for requesting such materials in the Notice.

When is the record date for the Annual Meeting?

The record date for the meeting is April 16, 2026. Only shareholders of record at the close of business on that date are entitled to vote at the meeting (unless they dispose of their shares before the Annual Meeting). No shareholders will be registered in the share register, and will thus become shareholders of record, between the record date and the date of the Annual Meeting.

Will I be able to vote if I sell my shares after the record date?

Only shareholders of record at the close of business on the record date are entitled to vote at the Annual Meeting. Shareholders who sell their shares prior to the Annual Meeting will not be able to vote even if they are in possession of the proxy materials.

How many shares were outstanding as of the record date?

At the close of business on the record date, there were [•] common shares outstanding. The number of common shares that will be entitled to vote at the Annual Meeting will vary depending on how many common shares are deregistered between the record date and the date of the Annual Meeting.

To how many votes am I entitled?

Each common share is entitled to one vote per share on all matters presented for a vote. However, our articles of association provide that, if an individual or legal entity acquires shares and, as a result, directly or indirectly, has (alone or in concert with other parties) voting rights with respect to more than 15% of the share capital recorded in the Commercial Register, the shares exceeding the 15% limit shall be entered in the share register as shares without voting rights. If shares are being held by a nominee for third-party beneficiaries that control (alone or together with third parties) voting rights with respect to more than 15% of the share capital, the board of directors may cancel the registration of the shares with voting rights held by such nominee in excess of the 15% limit.

Members of the board of directors and the executive committee and their representatives and entities controlled by them are not allowed to vote on Proposal #3 (discharging the members of the board of directors and the executive committee from liability).

What is the difference between being a shareholder of record and a beneficial owner?

Many of our shareholders hold their shares through brokers, banks or other nominees, rather than directly in their own names. As summarized below, there are some differences between being a shareholder of record and a beneficial owner.

Shareholder of Record: If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are the shareholder of record, and proxy materials are being sent directly to you. As the shareholder of record, you have the right to grant your voting proxy directly to the Independent Proxy named on the proxy card or to another individual of your choice.

Beneficial Owner: If your shares are held in a stock brokerage account or by a bank or other nominee, you are the beneficial owner of shares held in “street name,” and proxy materials are being forwarded to you by your broker, bank or other nominee, who is considered to be the shareholder of record. As the beneficial owner, you have the right to tell your nominee how to vote. Your nominee has sent you instructions on how to direct the nominee’s vote in advance of the meeting through the voting instruction card. You may vote by following those instructions.

I share an address with another shareholder. What do I do if we received only one paper copy of the proxy materials and want additional copies, or we received multiple copies and want only one?

SEC rules permit companies and intermediaries, such as brokers and banks, to satisfy proxy statement delivery requirements for two or more shareholders sharing an address by delivering one proxy statement to those shareholders. This procedure, known as “householding,” reduces the amount of duplicate information that

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shareholders receive and lowers our printing and mailing costs. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will promptly deliver a separate copy of the Notice and, if applicable, the proxy materials to any shareholder of record at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, such shareholder of record may contact Investor Relations, ADC Therapeutics SA, c/o ADC Therapeutics America, Inc. 430 Mountain Avenue, 4th Floor, New Providence, NJ 07974 or by calling (908) 731-5556. Beneficial holders may contact their bank, brokerage firm, or other nominee to request information about householding.

Conversely, if shareholders of record living at the same address received multiple copies of the Notice and, if applicable, the proxy materials, you may request delivery of a single copy by contacting us as set forth above. Beneficial holders may contact their bank, brokerage firm, or other nominee to request a single copy of the Notice and, if applicable, the proxy materials.

How is a quorum reached?

There is no quorum requirement for the Annual Meeting. Under Swiss law, corporations do not have specific quorum requirements for shareholder meetings, and our articles of association do not otherwise provide for a quorum requirement.

Who is the independent voting representative for the Annual Meeting and how do I get in touch?

Swiss law requires public companies to appoint an independent voting representative (the “Independent Proxy”), to whom shareholders of record and nominees can give a proxy to vote on their behalf as well as voting instructions. The Company’s Independent Proxy is PHC Notaires, in Lausanne, Switzerland. You may contact the Independent Proxy at PHC Notaires, Pl. Benjamin-Constant 2, Case postale 1269, 1001 Lausanne, Switzerland.

How can I vote my shares in advance of the Annual Meeting?

Whether you hold shares directly as the shareholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting.

If you are a shareholder of record, you may vote by giving voting instructions and authorization to the Independent Proxy electronically through the Computershare portal with the individual shareholder number (QR Code). To do so, shareholders of record should follow the instructions given in the Notice. Shareholders of record may also give voting instructions and authorization to the Independent Proxy through Computershare by mail, using a proxy card.

If you are a beneficial owner, you may vote by giving voting instructions and authorization to the Independent Proxy electronically pursuant to the instructions of your broker or nominee and should use the portal designated by your broker or nominee. Beneficial owners should observe the deadlines to submit voting instructions and authorizations that are set in the instructions of their broker or nominee.

How can I attend the Annual Meeting?

Shareholder of Record: Shareholders of record may attend the Annual Meeting by following the steps below:

•

Request a personal access code for the Annual Meeting by e-mailing the following documentation to AGM@adctherapeutics.com: (i) a copy of your Notice; (ii) a copy of a government-issued ID and (iii) for any shareholder of record that is an entity, a valid authorization by such entity. The above documents must be provided by e-mail before May 27, 2026, 11:59 p.m. EDT / May 28, 2026, at 5:59 a.m. CEST. Upon verification, the shareholder will receive its personal access code for the Annual Meeting directly from the Company by email.

•

Register participation for the Annual Meeting by creating an account on the virtual platform. To register, click on the access code you received from the Company and click on “Register Online Participation”. Enter your email address and click “Register”. You will receive a verification code via email. Enter the code and click “Submit” (if you don’t receive the confirmation email, please check your spam folder). Enter your mobile phone number and click “Register Online Participation”. You will receive a verification code via SMS. Enter the code and click “Submit”. Prompt registration after receipt of the personal access code is recommended. The registration must be completed no later than May 29, 2026, 11:59 p.m. EDT / May 30, 2026, at 5:59 a.m. CEST.

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Beneficial Owner: Beneficial owners may attend the Annual Meeting by following the steps below:

•

Obtain a signed legal proxy from your broker, bank or other nominee that authorizes you to vote the shares. Each broker, bank or other nominee has its own procedures regarding how to obtain a legal proxy, and you are encouraged to contact your broker, bank or other nominee directly and follow the instructions provided. You are encouraged to initiate the request for a signed legal proxy as early as possible.

•

Request a personal access code for the Annual Meeting by e-mailing the following documentation to AGM@adctherapeutics.com: (i) a copy of the signed legal proxy; (ii) proof of share ownership in the form of an account statement or letter from your broker, bank or other nominee indicating that you were the owner of the shares on the record date; (iii) a copy of a government-issued ID and (iv) for any shareholder of record that is an entity, a valid authorization by such entity. The above documents must be provided by e-mail before May 27, 2026, 11:59 p.m. EDT / May 28, 2026, at 5:59 a.m. CEST. Upon verification, the shareholder will receive its personal access code for the Annual Meeting directly from the Company by email.

•

Register participation for the Annual Meeting by creating an account on the virtual platform. To register, click on the access code you received from the Company and click on “Register Online Participation”. Enter your email address and click “Register”. Enter your email address and click “Register”. You will receive a verification code via email. Enter the code and click “Submit” (if you don’t receive the confirmation email, please check your spam folder). Enter your mobile phone number and click “Register Online Participation”. You will receive a verification code via SMS. Enter the code and click “Submit”. Prompt registration after receipt of the personal access code is recommended. The registration must be completed no later than May 29, 2026, 11:59 p.m. EDT / May 30, 2026, at 5:59 a.m. CEST.

Upon completion of the registration process, shareholders should test a successful login to the platform at least once prior to the Annual Meeting.

Shareholders who wish to appoint another person to represent them at the Annual Meeting may request a personal access code for their representative directly to the Company at AGM@adctherapeutics.com. A shareholder who wishes to grant a proxy must send to the Company the details (full name, email address, mobile phone number) of the authorized representative who will then receive their own personal access code from the Company in order to register their profile on the platform provided by Devigus, our service provider for the Annual Meeting.

On the day of the Annual Meeting, shareholders must log in on the Devigus platform under www.gvmanager-live.ch/adc by entering the email address used during the initial account creation and registration process. You will receive a verification code via email. You must click “Confirm” and then click on “Enter Online AGM”. Online access to the Annual Meeting will open 60 minutes before the start of the meeting (i.e., on Monday, June 1, 2026, starting at 8:00 AM EDT / 2:00 PM CEST) and shareholders are free to log in at any time during the Annual Meeting but should do so at least 15 minutes before the start of the Annual Meeting.

During the Annual Meeting, shareholders may vote on each agenda item during the applicable voting window by clicking the voting buttons for “Yes”, “Abstention” and “No”, which will automatically pop-up during the meeting when the respective vote opens. Votes may be modified during each open voting window. Not clicking on any of the voting buttons during a voting window will be considered an abstention.

If a shareholder leaves the Devigus platform during the meeting, such shareholder will no longer be considered present at the meeting and their shares will not be counted for future votes until the shareholder re-enters the meeting by logging in on the Devigus platform by entering the email address used during the initial account creation and registration process.

If a shareholder requests a personal access code to attend the Annual Meeting, any votes submitted by such shareholder prior to the Annual Meeting will be disregarded and not counted. Such shareholder must vote again at the Annual Meeting to have its votes counted.

If you experience any technical difficulties accessing the meeting or during the meeting, please call the toll-free technical support number +41 (0)41 798 48 00 for assistance. Ahead of the meeting, you may contact the technical support during Swiss office hours (9:00 a.m. – 5:00 p.m. CEST). For questions regarding the Devigus platform, please follow the support instructions on gvmanager-live.ch or contact Devigus via e-mail (info@gvmanager-live.ch).

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The Company assumes no responsibility for technical issues related to the Annual Meeting if the cause lies outside the Company’s control. This includes, for example, all technical issues on the part of shareholders, such as connection problems, the use of incompatible hardware or software, or of unknown or non-standard browsers, or incorrect operations on one’s own device during the registration process, the broadcast, or the voting.

If there are any technical issues in convening or hosting the Annual Meeting, we may take a short break and ask that you log back in at a later time in the day, which we will announce on our website. If we need to reconvene the meeting, the reconvened meeting will occur on June 2, 2026 at 9:00 AM EDT / 3:00 PM CEST (login from 8:00 AM EDT / 2:00 PM CEST) at the same virtual meeting location. If we cannot reconvene at such date and time, we will announce the date and time for the reconvened meeting on our website. The agenda and personal access codes will remain unchanged. All resolutions of the Annual Meeting passed prior to the occurrence of technical issues, as well as any proxies and instructions already submitted, remain valid.

How can I ask questions and speak at the Annual Meeting?

If you wish to speak or ask questions to a specific agenda item at the Annual Meeting, you must identify yourself by showing a government-issued ID, and with respect to speakers representing an entity, a valid authorization by such entity. If you are unable to present a government-issued ID during the Annual Meeting that confirms your identity, you will not be able to speak at the Annual Meeting.

If you wish to speak or ask questions at the Annual Meeting, we recommend that you register your intention to speak and details of your questions prior the Annual Meeting on the Devigus platform www.gvmanager-live.ch/adc using the email address used during the initial registration process by clicking the button “Register Request to Speak”. It is also possible for last minute speakers to request to speak during the Annual Meeting by clicking the button “Request to Speak”.

Shareholders who wish to speak at the Annual Meeting must identify themselves in a one-on-one authentication process by way of a separate virtual call during which such shareholder will be asked to identify themselves by showing a government-issued ID and, if applicable, a valid entity authorization. Shareholders who wish to speak must ensure that the device from which they have logged into the Annual Meeting has sufficient audio and video capabilities to be well seen and heard at the meeting. Shareholders logged in on a device without audio and video capabilities will not be permitted to speak.

Shareholder questions or comments are welcome, but we will only answer questions pertinent to the agenda items, subject to time constraints. Questions or comments that are substantially similar may be grouped and answered together to avoid repetition.

Can I revoke my proxy and change my vote?

You may revoke your proxy by notifying the Independent Proxy in writing, by returning a signed proxy with a later date, by transmitting a subsequent vote over the Internet, or by requesting a personal access code to attend the Annual Meeting. If you choose to revoke your proxy by notifying the Independent Proxy or by returning a signed proxy with a later date, you must ensure that such action is taken and any notices or documents are received no later than May 27, 2026, 11:59 p.m. EDT / May 28, 2026, at 5:59 a.m. CEST. If you choose to revoke your proxy by transmitting a subsequent vote over the Internet, you must do so prior to the close of the Internet voting facility at May 27, 2026, 11:59 p.m. EDT / May 28, 2026, at 5:59 a.m. CEST. If your shares are held in street name, you must contact your broker or nominee for instructions as to how to change your vote.

What if I do not vote my shares?

If you are a shareholder of record, if you do not vote or give instructions to the Independent Proxy to vote, your shares will not be counted for or against the proposals.

If you are a beneficial owner, if you do not vote or give instructions to the Independent Proxy to vote via your broker or nominee, then under applicable rules, your broker or nominee will still be able to vote your shares with respect to certain “routine” items. Proposal #1 (approving the Reports and acknowledging the Auditors’ Report), Proposal #4 (approving the appropriation of the financial results), Proposal #7 (reelecting the independent proxy) and Proposal #8 (reelecting the auditors) are considered routine items. Accordingly, your broker may vote your shares in its discretion with respect to these proposals even if you do not give voting instructions. With respect to

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other proposals, which are “non-routine” items, your shares will not be represented, and your broker may not vote your shares, with respect to these proposals and your shares will be counted as “broker non-votes,” which will not be counted for or against the proposals. We encourage you to give your broker or nominee voting instructions with respect to “routine” and “non-routine” items.

How does the board of directors recommend I vote on the proposals?

The board of directors recommends that you vote “FOR” Proposal #1 (approving the Reports and acknowledging the Auditors’ Report), Proposal #2 (approving, on an advisory basis under Swiss law, the Company’s compensation report), Proposal #3 (discharging the members of the board of directors and the executive committee from liability), Proposal #4 (approving the appropriation of the financial results), all subparts of Proposal #5 (reelecting directors), all subparts of Proposal #6 (reelecting compensation committee members), Proposal #7 (reelecting the independent proxy), Proposal #8 (reelecting the auditors), all subparts of Proposal #9 (approving, on a binding basis under Swiss law, the compensation of the board of directors and the executive committee), Proposal #10 (approving, on an advisory basis under U.S. law, the compensation paid to the named executive officers), Proposal #11 (approving an amendment to increase the number of shares authorized under the 2019 Equity Incentive Plan), and all subparts of Proposal #12 (approving amendments to articles 4a, 4b and 4c of the articles of association to increase the Company’s capital range (article 4a), conditional share capital for employee participation (article 4b) and conditional share capital for financing, acquisitions and other purposes (article 4c) as well as the introduction of article 4d regarding a conditional share capital based on the capital range).

What is the vote required to approve the proposals and how are votes counted?

The affirmative vote of a majority of votes represented at the Annual Meeting is required for Proposal #1 (approving the Reports and acknowledging the Auditors’ Report), Proposal #2 (approving, on an advisory basis under Swiss law, the Company’s compensation report), Proposal #3 (discharging the members of the board of directors and the executive committee from liability), Proposal #4 (approving the appropriation of the financial results), all subparts of Proposal #5 (reelecting directors), all subparts of Proposal #6 (reelecting compensation committee members), Proposal #7 (reelecting the independent proxy), Proposal #8 (reelecting the auditors), all subparts of Proposal #9 (approving, on a binding basis under Swiss law, the compensation of the board of directors and the executive committee), Proposal #10 (approving, on an advisory basis under U.S. law, the compensation paid to the named executive officers), and Proposal #11 (approving an amendment to increase the number of shares authorized under the 2019 Equity Incentive Plan). The affirmative vote of two-thirds of votes represented at the Annual Meeting is required for all subparts of Proposal #12 (approving amendments to articles 4a, 4b and 4c of the articles of association to increase the Company’s capital range (article 4a), conditional share capital for employee participation (article 4b) and conditional share capital for financing, acquisitions and other purposes (article 4c) as well as the introduction of article 4d regarding a conditional share capital based on the capital range). Abstentions will have the same effect as votes “AGAINST” these proposals. Broker non-votes will have no effect on the result of these proposals. Please refer to “What if I do not vote my shares?” regarding brokers’ ability to vote your shares with respect to routine items.

Are there other matters to be voted on at the Annual Meeting?

We do not know of any matters that may come before the Annual Meeting other than the proposals set forth in this Proxy Statement. If any other matters are properly presented at the Annual Meeting, unless the shareholder has given the Independent Proxy different instructions, the Independent Proxy will have authority to vote the proxy on such matters in accordance with the recommendation of the board of directors.

How are proxies solicited for the Annual Meeting and who is paying for such solicitation?

The board of directors is soliciting proxies for use at the Annual Meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. We have retained Alliance Advisors, LLC as proxy solicitor to assist in the solicitation of proxies for $18,000.

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How can I find out the results of the voting at the Annual Meeting?

Final voting results will be contained in a Current Report on Form 8-K that will be filed within four business days after the Annual Meeting.

Who should I contact if I have any additional questions?

If you are a shareholder of record, you may contact us by mailing to Investor Relations, ADC Therapeutics SA, c/o ADC Therapeutics America, Inc. 430 Mountain Avenue, 4th Floor, New Providence, NJ 07974 or by calling (908) 731-5556 or by emailing AGM@adctherapeutics.com. If you are a beneficial owner, please contact the telephone number provided on your voting instruction form or contact your broker or nominee holder directly.

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BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE MATTERS

Directors and Executive Officers

The following table presents information about our current executive officers and directors. Ages are provided as of April 1, 2026.


Name	Position(s)	Age
Executive Officers and Directors
Ameet Mallik	Chief Executive Officer and Director	53
Jose “Pepe” Carmona	Chief Financial Officer	54
Peter Graham	Chief Legal and Compliance Officer	59
Mohamed Zaki	Chief Medical Officer	61
Non-Executive Directors
Ron Squarer	Chairman of the Board of Directors	59
Robert Azelby	Director	58
Jean-Pierre Bizzari	Director	71
Timothy Coughlin	Director	59
Peter Hug	Lead Independent Director	67
Viviane Monges	Director	62
Tyrell J. Rivers	Director	53
Victor Sandor	Director	59

Executive Officers

Ameet Mallik has been our Chief Executive Officer since May 2022 and a member of our board of directors since June 2022. From 2005 to April 2021, Mr. Mallik served in various positions at Novartis, including as Executive Vice President and Head, U.S. Oncology from November 2017 to April 2021 and as Senior Vice President, Head of Global Marketing, Value and Access from November 2015 to November 2017. Prior to that, Mr. Mallik held various commercial roles at Sandoz and was an Associate Principal at McKinsey. From May 2021 to January 2022, Mr. Mallik served as the Chief Executive Officer of Rafael Holdings. Mr. Mallik also serves as Chair of the Board of Trustees for NJ LEEP. Mr. Mallik holds an M.B.A. from The Wharton School at the University of Pennsylvania, and an M.S. in Biotechnology and B.S. in Chemical Engineering, both from Northwestern University. We believe that Mr. Mallik’s extensive experience in the biotech and biopharma space and leadership of our company make him a valuable addition to our board of directors.

Jose “Pepe” Carmona has been our Chief Financial Officer since December 2022. From October 2020 to November 2022, Mr. Carmona served as Chief Financial Officer of Rubius Therapeutics. From May 2017 to September 2020, Mr. Carmona served as Chief Financial Officer of Radius Health. Prior to that, Mr. Carmona served as the Chief Financial Officer of Innocoll Holdings and its predecessor entity, Innocoll, and Chief Financial Officer of Alcon Europe, Middle East & Africa, a division of Novartis, and served in numerous financial management positions with increasing responsibility at Novartis. Mr. Carmona holds a B.S. in industrial civil engineering from Universidad Tecnica Federico Santa Maria and an M.B.A. from Columbia Business School.

Peter Graham has been our Chief Legal and Compliance Officer and Secretary since March 2024. Previously, Mr. Graham served as our Chief Legal Officer and Secretary since November 2022. From 2015 until its sale to Halozyme Therapeutics in 2022, Mr. Graham served as Executive Vice President, General Counsel, Chief Compliance Officer, Human Resources and Secretary of Antares Pharma. Previously, he served as Executive Vice President, General Counsel, Chief Compliance Officer and Global Human Resources at Delcath Systems from 2010 to 2015. Prior to that, Mr. Graham held various senior executive legal and compliance roles at ACIST Medical Systems, E-Z-EM, and AngioDynamics. Mr. Graham received his J.D. from Yeshiva University’s Benjamin N. Cardozo School of Law and his B.A. in Political Science from the University of Wisconsin-Madison.

Mohamed Zaki, M.D., Ph.D., has been our Chief Medical Officer since January 2023. From September 2018 to December 2022, Dr. Zaki served in senior clinical development roles at AbbVie, including as Vice President & Global Head of Oncology Clinical Development and Vice President & Global Head of Hematology Clinical Development. From February 2010 to September 2018, Dr. Zaki served in various senior clinical development roles

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at Celgene. Prior to that, Dr. Zaki worked at Sanofi-Aventis and Centocor, a subsidiary of Johnson & Johnson. Dr. Zaki holds an M.D. and an M.S. from Ain Shams University School of Medicine and a Ph.D. jointly from the University of Pennsylvania and Ain Shams University School of Medicine. Dr. Zaki also served on the faculty of both institutions and was a practicing physician earlier in his career.

Non-Executive Directors

Ron Squarer has been the Chairman of our board of directors since April 2020. Mr. Squarer served as Board Chair of Deciphera Pharmaceuticals Inc. (the makers of Qinlock® and Romvimza™) through its acquisition by Ono Pharmaceuticals for ~$2.5 billion in June 2024 and was the former CEO of Array Biopharma through its acquisition by Pfizer Inc. for $11.8 billion in August 2019, following the successful launch of the cancer treatments Braftovi® and Mektovi®. During his tenure at Array, the company’s value grew through execution across research, development, and commercialization focused in Oncology. Array Biopharma’s research team is also recognized for inventing Vitrakvi®, Koselugo®, Tukysa®, Retevmo®, and Krazati™. Mr. Squarer is currently a Board member at Nuvalent Inc. (advancing zidesamtinib and neladalkib), and a Board member at Travere Therapeutics (the makers of Filspari®). Before joining Array, Mr. Squarer held positions of increasing responsibility with Hospira, Inc. (now Pfizer Inc.), a global pharmaceutical and medical device company. As Chief Commercial Officer, he delivered $4 billion in worldwide annual revenue. He joined Hospira from Mayne Pharma, where he served as SVP, Global Corporate and Business Development, when Mayne was acquired by Hospira for over $2 billion. Before Mayne Pharma, he held leadership roles at Pfizer, Inc. (including in Oncology) and SmithKline Beecham Pharmaceuticals (now GlaxoSmithKline) in the U.S. and Europe. Mr. Squarer earned an MBA from the Kellogg School of Management, Northwestern University, and a bachelor’s degree in biochemistry from the University of California, Berkeley. We believe that Mr. Squarer’s extensive experience in the biotech and biopharma space makes him a valuable addition to our board of directors.

Robert Azelby has been a member of our board of directors since June 2023. From October 2020 to February 2023, he served as President and Chief Executive Officer of Eliem Therapeutics. Prior to that, Mr. Azelby served as the Chief Executive Officer of Alder BioPharmaceuticals from June 2018 until its acquisition by H. Lundbeck in 2019. From November 2015 to May 2018, Mr. Azelby served as Executive Vice President, Chief Commercial Officer of Juno Therapeutics. Prior to that, Mr. Azelby served in various positions at Amgen, including vice president and general manager, oncology, vice president, Amgen oncology sales, vice president, commercial effectiveness unit and general manager of Amgen Netherlands. Mr. Azelby currently serves on the board of directors of Autolus Therapeutics, Cardinal Health and Terns Pharmaceuticals. He previously served on the board of directors of Eliem Therapeutics, Alder BioPharmaceuticals, Chinook Therapeutics, Clovis Oncology, Cascadian Therapeutics and Immunomedics. Mr. Azelby holds a B.A. in Economics and Religious Studies from the University of Virginia and an M.B.A. from Harvard Business School. We believe that Mr. Azelby’s extensive experience in the biotech and biopharma space makes him a valuable addition to our board of directors.

Jean-Pierre Bizzari, M.D. has been a member of our board of directors since June 2022. He is a member of the scientific advisory board of France’s National Cancer Institute and a board member of the European Organisation of Research and Treatment of Cancer. From 2008 to 2015, Dr. Bizzari served as Executive Vice President, Group Head of Clinical Development Oncology at Celgene Corporation. Prior to that, he held various senior clinical development positions at Sanofi S.A., Aventis and Rhône-Poulenc. In addition to our board of directors, Dr. Bizzari also serves as a member of the board of directors of APREA Therapeutics, Inc., and previously served on the boards of directors of Transgene S.A., Onxeo SA, Compugen Limited and Halozyme Therapeutics, Inc. Dr. Bizzari holds an M.D. from Nice Medical School. We believe that Dr. Bizzari’s extensive experience in the biotech and biopharma space makes him a valuable addition to our board of directors.

Timothy Coughlin, CPA, has been a member of our board of directors since June 2025. He is the former chief financial officer of Neurocrine Biosciences, Inc., a biopharmaceutical company that received FDA approval for INGREZZA® (valbenazine) and ORILISSA® (elagolix), both of which were discovered and developed during his tenure at Neurocrine from 2002 to 2018. Mr. Coughlin currently serves on the board of directors of Travere Therapeutics, Inc., and as the chair of the board of directors of aTyr Pharma, Inc., both biotechnology companies. He previously served on the board of directors of Peloton Therapeutics, Inc. prior to its sale to Merck in 2019 and Fate Therapeutics, Inc. from 2013 to 2025, both biotechnology companies. Prior to joining Neurocrine, he was with Catholic Health Initiatives, a nationwide integrated healthcare delivery system, where he served as vice president, Financial Services. Earlier in his career Mr. Coughlin served as a senior manager in the health sciences practice of Ernst & Young LLP and its predecessors. Mr. Coughlin holds a master’s degree in international business from

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San Diego State University and a bachelor’s degree in accounting from Temple University. Mr. Coughlin is a certified public accountant in both California and Pennsylvania. We believe that Mr. Coughlin’s extensive experience in the biotech and biopharma space makes him a valuable addition to our board of directors.

Peter Hug, Ph.D. has been a member of our board of directors since June 2019. From 1983 to 2018, Dr. Hug served in various positions at F. Hoffmann-La Roche Ltd., including as head of Roche Pharma EEMEA region, head of Roche Pharma Europe region and Executive Vice President of Roche Pharma Partnering. Dr. Hug holds a Ph.D. in economics from the University of Basel. We believe that Mr. Hug’s extensive experience in the biotech and biopharma space makes him a valuable addition to our board of directors.

Viviane Monges has been a member of our board of directors since June 2021. Ms. Monges has more than 30 years of executive-level financial leadership experience with global corporations, predominantly in the pharmaceutical industry. From 2015 to 2017, she served as Chief Financial Officer (CFO) of the Business Excellence Division at Nestlé, S.A. Prior to that, Ms. Monges served as Group CFO at Galderma S.A; EMEA CFO and then Global CFO at the OTC Division of Novartis; CFO of the Europe Region unit and CFO of the Global Pharma Business unit at Wyeth Pharmaceuticals/Pfizer. Ms. Monges also serves on the Board of Directors of BioMérieux SA and Pharvaris GmBH. She previously served on the board of Union Chimique Belge Biopharmaceutical Company S.A. (UCB), EUROAPI, Idorsia and DBV Technologies. She holds a B.A. and an M.B.A. in finance and public administration from the École Supérieure de Commerce de Paris. We believe that Ms. Monges’ extensive experience in the biotech and biopharma space makes her a valuable addition to our board of directors.

Tyrell J. Rivers, Ph.D., has been a member of our board of directors since June 2018. Dr. Rivers is a Vice President within AstraZeneca’s Corporate Development & Ventures group and has been with the group since 2014. From 2009 to 2014, Dr. Rivers was at MedImmune Ventures specializing in biotechnology investing. In addition to our board of directors, Dr. Rivers also serves as a member of the board of directors of Cellectis S.A. Dr. Rivers holds a B.S. in chemical engineering from the Massachusetts Institute of Technology, an M.S. in engineering from the University of Texas at Austin, an M.B.A. from New York University Stern School of Business and a Ph.D. in chemical engineering from the University of Texas at Austin. We believe that Mr. Rivers’ extensive experience in the biotech and biopharma space makes him a valuable addition to our board of directors.

Victor Sandor, M.D. C.M. has been a member of our board of directors since April 2020. Dr. Sandor was most recently Chief Medical Officer at Array BioPharma, Inc. from 2014 to 2019 prior to its acquisition by Pfizer Inc. At Array, Dr. Sandor was instrumental in obtaining the approval of Braftovi® (encorafenib) and Mektovi® (binimetinib). Prior to joining Array, he was Senior Vice President for Global Clinical Development at Incyte Corporation, where he played a critical role in the approval of Jakafi® (ruxolitinib). Dr. Sandor was also Vice President and Chief Medical Officer for Oncology at Biogen Idec and held positions of increasing responsibility in oncology product development at AstraZeneca, where he played an important role in the registration of Arimidex® (anastrozole) for adjuvant use and the development of several early-stage programs through proof of concept. Dr. Sandor is currently also an independent director on the boards of Kymera Therapeutics, Inc., and Prelude Therapeutics Incorporated. Dr. Sandor received his M.D.C.M. from McGill University in Montreal, Canada, and completed Fellowship training in Medical Oncology at the National Institutes of Health. We believe that Dr. Sandor’s extensive experience in the biotech and biopharma space makes him a valuable addition to our board of directors.

Director Independence

The board of directors has affirmatively determined that each of Robert Azelby, Jean-Pierre Bizzari, Timothy Coughlin, Peter Hug, Viviane Monges, Tyrell J. Rivers and Victor Sandor is an independent director within the meaning of NYSE listing standards.

Board Leadership Structure

Ron Squarer serves as chair of the board of directors. The chair of the board of directors, among other responsibilities, chairs meetings of shareholders and meetings of the board of directors, leads the board of directors and coordinates the board of directors’ organization of the supervision of the chief executive officer.

As Mr. Squarer is not an independent director within the meaning of NYSE listing standards, pursuant to our organizational regulations and Corporate Governance Guidelines, the board appointed Peter Hug as lead independent director and vice-chairman. The lead independent director, among other responsibilities, presides over executive sessions of independent directors, works with the chair of the board of directors and the chief executive

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officer to develop and review agendas and materials for board of directors meetings, works with the chair of the board of directors to develop and approve the schedule for meetings of the board of directors, liaises and facilitates communications between the independent directors and the chair of the board of directors, the chief executive officer and management, and leads the independent directors to assess the performance of the chair of the board of directors.

The board of directors believes that its current leadership structure is in the best interests of the Company and the shareholders at this time. The board of directors currently believes that separating the roles of chief executive officer role from the board chair role and appointing a lead independent director if the board chair is not an independent director put the board of the directors in the best position to oversee executives, monitor and respond to key risks and strategic initiatives and act in the best interest of shareholders. However, the board of directors does not have a policy with respect to the separation of the roles of chief executive officer and chair of the board of directors. The board of directors believes that this matter should be discussed and determined by the board of directors from time to time, based on all of the then-current facts and circumstances. If the chief executive officer also serves as the chair of the board of directors, as the chief executive officer would not be an independent director within the meaning of NYSE listing standards, pursuant to our organizational regulations and Corporate Governance Guidelines, the board of directors would appoint a lead independent director.

Committees of the Board of Directors

Our board of directors has established four separate committees: an audit committee, a compensation committee, a nomination and corporate governance committee; and a science and technology committee. Each committee’s charter is available on the Investors section of our website at adctherapeutics.com.

Audit Committee

The audit committee consists of Timothy Coughlin (chair), Robert Azelby and Viviane Monges. Our board of directors has determined that all members of the audit committee are financially literate, that each of Timothy Coughlin, Robert Azelby and Viviane Monges is considered an “audit committee financial expert” as defined by the SEC and that all members of the audit committee satisfy the “independence” requirements set forth in NYSE listing standards and Rule 10A-3 under the Exchange Act. The audit committee is governed by a charter that complies with the NYSE listing standards. The audit committee has the responsibility to, among other things:

•	subject to recommendation by the board directors to our shareholders and election by our shareholders as required by the laws of Switzerland, select, appoint, retain, terminate and oversee the work of the independent auditor;

•	pre-approve the audit services and non-audit services to be provided by the independent auditor pursuant to pre-approval policies and procedures;

•	evaluate the independent auditor’s qualifications, performance and independence, and present its conclusions with respect to the independent auditor to the board of directors;

•	at least annually, evaluate the performance, responsibilities, budget and staffing of the internal audit function and review and approve the internal audit plan;

•	review and discuss with management and the independent auditor the annual audited consolidated and stand-alone financial statements and unaudited quarterly financial statements;

•	review the type and presentation of information included in the earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies;

•	in conjunction with the chief executive officer and chief financial officer, review disclosure controls and procedures and internal control over financial reporting;

•	review policies and practices with respect to risk assessment and risk management; and

•	review any major litigation or investigations against the Company that may have a material impact on the Company’s financial statements.

The audit committee meets as often as it determines is appropriate to carry out its responsibilities, but in any event meets at least four times per year.

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Compensation Committee

The compensation committee consists of Peter Hug (chair), Robert Azelby and Victor Sandor. Our board of directors has determined that all members of the compensation committee satisfy the “independence” requirements set forth in NYSE listing standards. In addition, all members of the compensation committee are non-employee directors under Section 16 of the Exchange Act. The compensation committee is governed by a charter that complies with the NYSE listing standards. The compensation committee has the responsibility to, among other things:

•	review and, subject to the shareholder approval, approve, or make recommendations to the independent directors of the board of directors for approval of, the compensation of the executive committee;

•	review and make recommendations to the board of directors for approval, subject to the shareholder approval, of the compensation of members of the board of directors;

•

identify, review and approve the corporate objectives, performance metrics and target values of the compensation of the extended management team, other than members of the executive committee, and review and approve the recommendation of the chief executive officer regarding the fixed and variable compensation of the members of the management team, other than members of the executive committee;

•	review and make recommendations to the board of directors regarding our compensation and benefits policies, strategy and plans;

•	administer our compensation and benefits plans; and

•	review and assess risks arising from our employee compensation policies and practices.

Nomination and Corporate Governance Committee

The nomination and corporate governance committee consists of Jean-Pierre Bizzari (chair), Peter Hug and Viviane Monges. Our board of directors has determined that all members of the nomination and corporate governance committee satisfy the “independence” requirements set forth in NYSE listing standards. The nomination and corporate governance committee is governed by a charter that complies with the NYSE listing standards. The nomination and corporate governance committee has the responsibility to, among other things:

•	oversee searches for and identify qualified individuals for membership on the board of directors;

•	recommend to the board of directors criteria for membership on the board of directors and its committees and recommend individuals for membership on the board of directors and its committees;

•	oversee self-evaluations of the board of directors and its committees;

•	annually review succession planning for the board of directors and management; and

•	oversee compliance with the Business Code of Conduct and Ethics and Corporate Governance Guidelines.

Science and Technology Committee

The science and technology committee, consists of Victor Sandor (Chair), Jean-Pierre Bizzari and Tyrell J. Rivers. The science and technology committee has the responsibility to, among other things:

•	review and make recommendations to the board of directors regarding our preclinical and clinical research and development activities, strategies and guidelines;

•	provide strategic advice to the board of directors regarding emerging science and technology issues and trends;

•	examine periodically our measures to keep the research and development personnel motivated, productive and entrepreneurially oriented;

•	ensure that appropriate research and development objectives are in place that are aligned with our overall research and development strategy, and that progress against these objectives is being appropriately assessed; and

•	ensure that appropriate market potential assessments are being conducted.

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Attendance at Board of Directors and Annual Meetings

During 2025, the board of directors held 7 meetings, the audit committee held 5 meetings, the compensation committee held 6 meetings, the nomination and corporate governance committee held 4 meetings and the science and technology committee held 5 meetings. Each director attended at least 75% of the aggregate of (i) the total number of meetings of the board of directors held during the period for which such director served as a director and (ii) the total number of meetings held by all committees of the board of directors on which such director served during the period of such director’s committee service.

Non-employee directors, as well as independent directors, meet in regularly scheduled sessions, typically after a scheduled board meeting. Mr. Squarer presides over executive sessions of non-employee directors. The board of directors has designated Peter Hug as the lead independent director to preside over executive sessions of independent directors.

Although we do not have a formal policy regarding attendance by members of the board of directors at annual meetings of shareholders, we encourage directors to attend such meetings. All of our directors attended our 2025 annual general meeting of shareholders.

Role of the Board of Directors in Risk Oversight

One of the key functions of the board of directors is informed oversight of our risk management process. Such risks include, among others, strategic, financial, business and operational, cybersecurity, legal and regulatory compliance, and reputational risks. The board of directors does not have a standing risk management committee but rather administers this oversight function directly through the board of directors as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, as part of its overall oversight obligation, the board of directors is responsible for monitoring and assessing strategic risk exposure. The audit committee reviews our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including policies and practices with respect to enterprise risk assessment and risk management, monitors compliance with legal and regulatory requirements, oversees our cybersecurity risk management and reviews related-party transactions. The compensation committee reviews our compensation policies and programs and their potential to encourage excessive risk-taking. The nomination and corporate governance committee reviews succession planning for the board of directors and management and monitors the effectiveness of our Code of Conduct and Corporate Governance Guidelines.

Insider Trading Policies and Procedures

We maintain insider trading policies and procedures governing the purchase, sale and/or other dispositions of our company’s securities by directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable stock exchange listing standards. Our Insider Trading Policy and our Rule 10b5-1 Plan Policy were filed as Exhibit 19.1 and Exhibit 19.2, respectively, to our Annual Report on Form 10-K for the year ended December 31, 2025. In addition, it is our policy to comply with applicable securities and state laws, including insider trading laws, when engaging in transactions in our securities.

Hedging and Pledging Policy

Our Insider Trading Policy prohibits our directors, officers and employees from engaging in any derivative transactions that are designed to hedge or speculate on any change in the market value of our securities and prohibits our directors, officers and employees from pledging our securities, including purchasing our securities on margin or holding our securities in a margin account, unless our board of directors has authorized the pledge.

Director Nomination Process

The nomination and corporate governance committee uses a variety of methods for identifying and evaluating potential director candidates. In its evaluation of director candidates, including the current directors eligible for re-election, the nomination and corporate governance committee will consider the composition of the board of directors and the needs of the board of directors and its committees. Some of the qualifications that the nomination and corporate governance committee considers include, without limitation, experience of particular relevance to us and the board of directors, accomplishments, superior credentials, independence, area of expertise and the highest

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ethical and moral standards. In determining whether to recommend a director for re-election, the nomination and corporate governance committee also considers the director’s past attendance and performance at meetings and participation in and contributions to the activities of the board of directors and our company. Although the board of directors does not maintain a specific policy with respect to board diversity, the nomination and corporate governance committee considers a broad range of backgrounds, skills and experiences. In making determinations regarding nominations of directors, the nomination and corporate governance committee may take into account such factors as differences in professional background, education, skill, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the board of directors. After completing its review and evaluation of director candidates, the nomination and corporate governance committee recommends to the board of directors the director nominees for selection.

The nomination and corporate governance committee will consider candidates for director recommended by shareholders who are shareholders of record at the time of the submission of the director recommendation and on the record date for the determination of shareholders entitled to vote at the annual meeting. The nomination and corporate governance committee will evaluate such recommendations in accordance with the regular director nominee criteria described above. This process is designed to ensure that the board of directors includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business.

A shareholder that wants to recommend a candidate for consideration by the nomination and corporate governance committee should direct the recommendation in writing to ADC Therapeutics SA, c/o ADC Therapeutics America, Inc., 430 Mountain Avenue, 4th Floor. New Providence, NJ 07974, Attention: Secretary. The recommendation should include the candidate’s name, age, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and the Company and evidence of the recommending shareholder’s ownership of our share capital. Such recommendation should also include a statement from the recommending shareholder in support of the candidate, particularly within the context of the criteria for membership on the board of directors.

Communications with the Board of Directors

Shareholders and other interested parties may communicate with the board of directors, the independent directors as a group or any of our directors. Shareholders and other interested parties may send written communications addressed to ADC Therapeutics SA, c/o ADC Therapeutics America, Inc., 430 Mountain Avenue, 4th Floor. New Providence, NJ 07974, Attention: Secretary. Each communication will be reviewed by our Secretary to determine whether it is appropriate for presentation to the board of directors or the applicable director(s). The purpose of this screening is to allow the board of directors and the applicable director(s) to avoid having to consider irrelevant or inappropriate communications such as advertisements, solicitations and product inquiries.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that is applicable to all of our employees, executive officers and directors. The Code of Conduct is available on the Investors section of our website adctherapeutics.com. The board of directors is responsible for overseeing the Code of Conduct and is required to approve any waivers of the Code of Conduct. We intend to disclose any amendment to, and any waiver from, a provision of the Code of Conduct by posting such information on the Investors section of our website adctherapeutics.com. For the year ended December 31, 2025, we did not grant any waivers of the Code of Conduct.

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines (the “Corporate Governance Guidelines”). The Corporate Governance Guidelines are available on the Investors section of our website adctherapeutics.com.

Shareholder Engagement

Our management team has regular meetings with our largest investors to discuss a range of issues, including executive compensation and corporate governance.

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EXECUTIVE COMPENSATION

Named Executive Officers

Our named executive officers (“NEOs”), who consist of (i) all individuals serving as our principal executive officer during fiscal year 2025, (ii) two other of our most highly compensated executive officers who were serving as executive officers at December 31, 2025, and (iii) up to two other of our most highly compensated executive officers for whom disclosure would have been provided pursuant to clause (ii) but for the fact that the individual was not serving as an executive officer at December 31, 2025, are:

•	Ameet Mallik, our Chief Executive Officer (who has been our Chief Executive Officer since May 2022);

•	Jose “Pepe” Carmona, our Chief Financial Officer (who has been our Chief Financial Officer since December 2022); and

•	Mohamed Zaki, M.D., our Chief Medical Officer (who has been our Chief Medical Officer since January 2023).

Elements of Compensation

Overview

The following discussion provides an overview of our philosophy and objectives in designing compensation programs as well as the compensation determinations and the rationale for those determinations relating to our NEOs.

Executive Compensation Philosophy and Objectives

Our compensation philosophy is designed to reward financial and operational performance, support our business strategies and offer competitive compensation arrangements to both attract and retain key individuals. In accordance with this philosophy, the compensation committee evaluated our corporate performance in the preceding year when formulating compensation for our NEOs for 2025. This assessment also took into account the individual performance of each executive, prevailing macroeconomic conditions and pertinent data obtained from peer group companies.

Our executive compensation decisions are based on the following fundamental philosophies and objectives of our compensation committee:

•

compensation should be based on an individual’s experience, level of responsibility, individual performance and Company performance. As employees progress to more senior positions, their compensation should be increasingly linked to Company performance because they have the increased ability to directly impact our results;

•	target compensation should reflect the value of the position in the marketplace. To attract and retain skilled and experienced executives in the highly competitive and dynamic pharmaceutical and biotech industries, we must offer a competitive compensation package;

•	compensation should be variable and our programs are designed to pay for performance. We reward outstanding Company performance with above-target compensation and provide less-than-target compensation when Company objectives are not achieved;

•

compensation programs should align the interests of our executive officers with those of our shareholders by evaluating and rewarding our executives’ performance based on key financial and non-financial measurements that we believe are critical to our success and to increase long-term shareholder value; and

•	compensation programs should motivate executives to manage our business to meet our short- and long-term objectives by rewarding them for meeting those objectives.

Our compensation committee uses policies and processes to evaluate and assess the compensation of our NEOs. These policies and processes are reflected in our compensation decisions for 2025 and signify our compensation committee’s commitment to align executive compensation with our business objectives and performance. We reward our NEOs in a manner that supports a philosophy of pay-for-performance while maintaining an overall level of compensation that is competitive with the compensation paid to similarly situated NEOs in our peer group and the biotech or life sciences industry. We believe that our approach to goal setting, weighting of targets and evaluation of performance results assists in mitigating excessive risk-taking by our NEOs that could harm our value or reward poor judgment by our NEOs. We believe that several features of our programs reflect sound risk management practices.

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Additionally, each NEO has an employment agreement with us that includes base salary and annual and long-term incentives. Further details regarding the terms of the employment agreements are described in “—Employment Agreements.”

Compensation Practices Summary

We believe that our compensation programs and policies reflect best practices to promote shareholders’ interests.


What We Do

✔			Total compensation is evaluated against competitive market data as defined by a peer group that is evaluated and adjusted annually and relevant industry-specific and size-appropriate survey data.

✔			Tie majority of compensation to Company performance and creation of long-term value for our shareholders.

✔			We evaluate corporate performance in our annual incentive plan. Performance is compared to our corporate objectives as described under the heading “—Annual Incentive Compensation and Bonuses.”

✔			We allocate our compensation among base salary and short- and long-term incentive compensation target opportunities in such a way as to not encourage excessive risk-taking inclusive of caps on the maximum levels of payout, use of a variety of performance metrics and board approval of the compensation structure.

✔			We apply Company-wide metrics to encourage decision-making that is in the best long-term interests of the Company and our shareholders.

✔			We use a mix of equity award instruments under our long-term incentive program, including both share options and full-value restricted stock units.

✔			Our equity awards vest over multi-year periods.

✔			Our long-term incentive awards require both a change in control and a qualifying termination of employment (a so-called “double-trigger”) to trigger vesting following a change in control.

✔			The compensation committee retains an independent compensation consultant to advise on market practices and specific compensation programs.

✔			We conduct an annual advisory say-on-pay vote and actively review the results as we make program decisions. We solicit feedback regarding our compensation programs from shareholders and proxy advisers and consider any other shareholders comments we receive.

✔			We maintain a clawback policy as described under the heading “Clawback Policy.”

What We Don’t Do

✘			We do not provide single-trigger vesting of employee equity awards upon a change in control.

✘			We do not provide tax gross-ups for NEOs to cover excise taxes under Section 4999 of the Internal Revenue Code.

✘			We strictly prohibit officers and directors from engaging in short selling, put, call, or other derivative transactions or hedging or other monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, in our common stock.

✘			We do not pay dividends or dividend equivalents on shares or units that are not vested.

✘			No pension benefits provided to NEOs or significant perquisites.

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2025 Executive Compensation

In determining 2025 executive compensation, we worked with the compensation committee’s independent compensation consultant to review and evaluate the components of the company’s pay program. Pay decisions considered the company’s compensation philosophy, company results and the positioning of our pay program relative to our peers. To support these decisions, our compensation consultant conducted a detailed study to determine our pay positioning and inform us on broader market trends, as discussed in more detail in “Setting Executive Pay (Benchmarking)”.

•	We awarded market-based salary increases, as discussed in “Base Salary”;

•	We awarded annual cash incentive awards, as discussed in “Annual Incentive Compensation and Bonuses”; and

•	We awarded long-term incentive awards, as discussed in “—Long-Term Incentives—Equity Compensation.”

Consistent with our pay for performance philosophy, a significant portion of the target total direct compensation awarded to our CEO and other NEOs is based on performance. Our CEO is eligible to participate in the same executive programs as the other NEOs; however, a larger proportion of his target total direct compensation is at risk.

“Say-on-Pay” Voting

The Company is committed to engagement with shareholders. We review any feedback we receive from our shareholders about our executive compensation program, including through the say-on-pay vote, discussed below, to ensure that we understand key matters of interest to them, and to enable us to take that feedback into consideration for our compensation decisions.

At our 2025 annual meeting, we held a non-binding advisory vote on executive compensation (commonly referred to as a “say-on-pay” vote). This say-on-pay received overwhelming support from our shareholders, with over 87.9% of votes cast in support of the proposal (excluding broker non-votes). The Compensation Committee believes this vote demonstrated our shareholders’ positive view of our pay-for-performance philosophy and the appropriateness of our executive compensation structure.

Compensation Components

The three primary components of executive compensation are base salary, annual incentive cash bonus and long-term equity incentive awards. These components are administered with the goal of providing total compensation that is competitive in the marketplace, while recognizing meaningful differences in individual performance and offering the opportunity to earn greater incremental rewards when merited by individual and Company performance.

Base Salary. We pay our NEOs a base salary, which our compensation committee reviews and determines annually. Base salaries are used to compensate our NEOs for performing the core responsibilities of their positions and to provide them with a level of security with respect to a portion of their total compensation. Base salaries are set in part based on the NEO’s unique skills, experience and expected contribution to the Company, as well as individual performance, including the impact of such performance on our business results and the length of the NEO’s service at the Company. Decisions regarding base salary increases take into account the NEO’s current base salary, third-party benchmark and survey data, the salary compensation paid to other executive officers within the Company, our overall performance and its success in achieving its operational and strategic goals and objectives, the NEO’s contribution to Company performance and, for our non-CEO NEOs, recommendations made by our CEO.

Annual Incentive Cash Bonus. Annual incentive compensation is intended to establish a direct correlation between annual cash awards and our performance. Our Annual Incentive Plan, or “AIP,” is an annual incentive cash bonus plan designed to align the interests of participants with the interests of the Company and our shareholders. The AIP is designed to strengthen the link between a participant’s pay and his or her overall performance and our performance, focus participants on critical corporate objectives, offer a competitive cash incentive and encourage and reward performance and competencies critical to our success. Each NEO is given a target amount under the AIP that is calibrated competitively to our market benchmarks (see more detailed discussion on market benchmarks below).

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Long-Term Incentive Compensation. In addition to using base salaries and annual incentive cash bonuses, which our compensation committee views as short-term compensation to reward our NEOs for meeting Company performance objectives, a significant portion of our NEOs’ compensation is in the form of long-term equity incentive awards. Our long-term incentive compensation serves to align a significant portion of each executive’s total compensation with our long-term performance and the interests of our shareholders. To that end, each year the compensation committee provides an annual equity-based incentive award to each of our NEOs that is typically composed of restricted share units (“RSUs”). To responsibly manage our share pool and minimize potential dilution to stockholders, the annual equity awards for the past three years were granted entirely in the form of RSUs, other than new hire awards that were granted in the form of stock options. RSUs are linked to stock price performance but expend fewer shares than stock options to deliver the same value. Granting in RSUs allows us to effectively manage our annual share usage while continuing to provide the necessary incentives that continue to drive shareholder alignment. We intend to annually revisit our long-term incentive program to determine which vehicles strike the right balance between shareholder alignment, engagement and performance.

The annual equity awards are designed to engage Company leaders to focus on our long-term performance, offer participants competitive and market-based long-term incentive award opportunities and strengthen the link between a participant’s compensation, his or her overall performance and the Company’s performance. We believe that the annual equity awards will further assist us in achieving an appropriate balance between our long- and short-term performance, as well as between the achievement of annual operating objectives and creating long-term value and the delivery of shareholder return by providing compensation commensurate with overall Company performance. For more information regarding our equity compensation plans, please see “—Long-Term Incentives—Equity Compensation.”

Setting Executive Pay (Benchmarking)

Our compensation committee retained an independent compensation advisor to conduct a competitive benchmarking analysis for compensation decisions. As an initial step in that process, our consultant reviewed the prior year’s criteria and, based on changes in our headcount, revenue and market capitalization, recommended changes for determining a peer group of companies. At the compensation committee’s request, our independent compensation advisor reviewed the criteria in September 2024 for use in benchmarking to inform Q1 2025 compensation decisions. Based on our then-current revenue, headcount and market capitalization profile, Pearl Meyer recommended the following criteria to assess the peer group:

•	Public, emerging commercial bio pharma companies with a preference for companies in US biotech “hub” locations and those focused in oncology;

•	Market capitalization generally between $100 million and $1 billion;

•	Annual revenue between $50 million and $250 million; and

•	125 to 500 employees.

Former peers that no longer met the above criteria or were otherwise considered a poor business comparator based on the Company’s current size and profile were replaced with more appropriate go-forward comparators. Based on the criteria set forth above, the final group of peer companies approved by our compensation committee in September 2024 for use in benchmarking to inform Q1 2025 compensation decisions was composed of the following companies:


			• 2seventy bio, Inc. (acquired by Bristol Myers Squibb) • Heron Therapeutics [HRTX] • Pyxis Oncology, Inc. [PYXS] • Adaptimmune Therapeutics plc • Immunome, Inc. [IMNM] • Rigel Pharmaceuticals [RIGL] • Akebia Therapeutics, Inc. [AKBA] • KaryoPharm Therapeutics Inc. [KPTI] • uniQure N.V. [QURE] • Allogene Therapeutics, Inc. [ALLO]			• Urogen Pharma Ltd. [URGN] • Aquestive Therapeutics, Inc. [AQST] • Mersana Therapeutics, Inc. (acquired by Day One Biopharmaceuticals) • X4 Pharmaceuticals [XFOR] • Esperion Therapeutics, Inc. [ESPR] • Nektar Therapeutics [NKTR] • Y-mAbs Therapeutics (acquired by SERB Pharmaceuticals) • Fate Therapeutics, Inc. [FATE] • Puma Biotechnology, Inc. [PBYI]

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			• MacroGenics [MGNX]			• Zymeworks Inc. [ZYME]

Based on our compensation objectives and philosophy and the information provided by our independent compensation advisor, the compensation committee determined that overall compensation for our executive officers is aligned with market practice. The compensation committee does not have a specific target compensation level for the NEOs; rather, the compensation committee reviews a range of market data reference points (generally at the 25th, 50th and 75th percentiles of the market data) with respect to target total direct compensation, target total cash compensation (including both base salary and the target annual cash incentive) and equity compensation. In making compensation determinations, the compensation committee considers peer group data, general market data, and any other factors the compensation committee deems appropriate.

Role of Our Named Executive Officers in Determining Executive Compensation

The compensation committee has established an annual performance review program for our NEOs pursuant to which annual corporate goals are determined and communicated in writing to each executive at the beginning of each calendar year. As part of this annual performance review, our CEO submits corporate performance goals which are reviewed and approved by the compensation committee and our board at the beginning of each year. Additionally, at the conclusion of each fiscal year, NEOs conducted a self-evaluated performance assessment, followed by an independent annual evaluation by the CEO. The CEO then provides his performance evaluation for each NEO with the compensation committee and his recommendation on total compensation for each of our NEOs which is then reviewed and approved by the compensation committee subject to board approval. In connection with 2025 compensation, the CEO provided such recommendations based on review of the competitive market analysis conducted by our independent compensation adviser and the performance of each NEO (other than himself) to the compensation committee. While the compensation committee reviewed these recommendations and valued the CEO’s observations with respect to the other NEOs, the ultimate decisions regarding NEO compensation were determined by the compensation committee in collaboration with its independent compensation advisor and subject to approval by the board.

The CEO does not make recommendations as to his own compensation. In the case of the CEO, his individual performance evaluation is conducted by the chairman of the board of directors with input from the entire board. The compensation committee, with consultation from the independent compensation advisor, then determines the compensation recommendations for the CEO and present their recommendation to the board for approval.

Base Salary

In February 2025, in connection with the compensation committee’s evaluation of Company and NEO performance during 2024, the compensation committee recommended and the board approved a market-based salary increase for our NEOs including our CEO as set forth in the table below. The NEOs base salary was increased as part of our annual merit cycle and is consistent with the ranges used for the rest of the organization.


	2024 Salary	2025 Salary	% Increase
Ameet Mallik	$746,000	$776,000	4.0 %
Jose “Pepe” Carmona	$505,000	$525,000	4.0 %
Mohamed Zaki	$670,000	$690,000	3.0 %

Annual Incentive Compensation and Bonuses

The performance goals of the AIP vary year to year, as approved by the compensation committee and our Board. The CEO proposes goals which are reviewed with the compensation committee and then the Board. The compensation committee and the Board provide comments which are incorporated into the goals. The compensation committee and Board determine the final weighting of each goal. The final version of the goals are then presented to the compensation committee and the Board for approval. Metrics are selected with a focus on a demonstrable link to long-term valuation creation and the growth of the Company. Goals are calibrated to be sufficiently robust and build on prior year accomplishments and our pipeline. Our principal objective in providing annual incentive compensation and bonuses is to reward strong Company performance. While we target our opportunities for annual incentive compensation to be market competitive, this guideline is based on target award levels and actual payouts to the NEOs, including our CEO can vary significantly based on actual performance.

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We set target award levels for our executives based on a percentage of their base salary, as reflected in each NEO’s employment agreement or as otherwise determined by the compensation committee. For Mr. Mallik, the target annual incentive award was 60% of base salary, and for Mr. Carmona and Dr. Zaki, their target annual incentive awards were 50% of base salary. The compensation committee and Board reviewed and approved the Company performance goals for the NEOs at its February 2025 meeting. In setting the goals for 2025, the compensation committee determined the weight that any particular Company performance goal carried within the applicable category.

For the CEO and all other NEOs, the achievement of the foregoing Company performance goals account for 100% of their annual incentive compensation. Payout is capped at 150% of target for Company performance goals. With respect to the 2025 AIP, our compensation committee had discretion to increase or reduce any payment amount, including down to zero, that would otherwise be earned or payable to any executive and to take into account assessment of any other additional factors. The following table sets forth our 2025 corporate performance goals, the relative weighting of each goal and the year-end results.

Performance Goals

Weighting

Actual

Achieved

Zynlonta Revenue

29%

•

Achieved $73.6 million in net sales

•

Above
target

43.5%

Advance Clinical Trials

18%

•

LOTIS 7: Enrolled 40 patients by April 2025 and disclosed positive data on 41 patients in June 2025 at EHA/ICLM

•

Above
target

27%

Advance ADCT-241 to IND enabling activities

11.5%

•

ADCT-241(PSMA): IND enabling activities successfully completed by year-end

•

At
target

11.5%

Implement restructuring and re-organization plan

11.5%

•

Successfully completed restructuring plan to eliminate early research, close UK facility and focus on Zynlonta

•

Above
target

16%

Extend Cash Runway, Complete Business Development Transaction and Drive Employee Engagement

30%

•

Completed two follow-on offerings and extended expected cash runway into at least mid-2028

•

Above
target

27%

•

Business Development transaction not yet completed

•

Below
target

•

Employee turnover and engagement

•

Above
target

TOTAL

125%

At the February 2026 meeting, the compensation committee assessed whether and to what extent the applicable performance goals were achieved for 2025. As discussed above, the compensation committee and our board of directors determined that our performance goals were achieved at a level of 125% as a result of the accomplishments during 2025. Following their annual review, the Committee determined to not apply any additional discretion to final 2025 bonus payouts. Based on this level of achievement for 2025, Mr. Mallik received a bonus payout of $582,063, Mr. Carmona received a bonus payout of $328,255 and Dr. Zaki received a bonus payout of $431,325.

Long-Term Incentives – Equity Compensation

We maintain the 2019 Equity Incentive Plan, the Conditional Share Capital Plan and the Inducement Plan, all of which are broad-based omnibus equity compensation programs that permit the compensation committee to award various types of equity-based awards. Following a review of the benchmark data as provided by our committee’s independent compensation adviser, the compensation committee determined the targeted number of shares to grant for our 2025 annual grant based on a review of market grant levels as measured as a percent of common shares outstanding. The targeted positioning versus market aligns our long-term incentive philosophy to norms within our industry. Grants for 2025 were issued as 100% time-vested restricted stock units. Granting in RSUs allows us to effectively manage our annual share usage while continuing to provide the necessary incentives that continue to drive shareholder alignment. We intend to annually revisit our long-term incentive program to determine which vehicles strike the right balance between shareholder alignment, engagement and performance.

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In February 2025, we granted 650,000 RSUs to Mr. Mallik, 240,000 RSUs to Mr. Carmona and 230,000 RSUs to Dr. Zaki under the Conditional Share Capital Plan. These RSUs vest in three equal installments on the first, second and third anniversary of the grant date.

We utilize double-trigger vesting. Accordingly, unless the compensation committee determines otherwise with respect to a particular grant, to the extent a change in control of the Company occurs and the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) and if the awards are assumed by, or replaced with awards with comparable terms by, the surviving corporation (or parent or subsidiary of the surviving corporation), the awards will vest or become fully exercisable, as applicable on the date that the grantee is terminated by the Company without cause or the executive terminates his or her employment with good reason if such termination is upon or within 12 months following the change in control.

The compensation committee recommends and the Board approves compensation for our NEOs. The compensation committee may make off-cycle grants for newly hired or newly promoted officers, and otherwise makes other grants only in special circumstances. We strictly refrain from retroactively granting share options, RSUs or other share-based awards and avoid aligning grant timing with the disclosure of material nonpublic information about our Company. We believe that our grant practices are appropriate and minimize questions regarding timing of grants in anticipation of material events, since grants become effective in accordance with standard grant procedures.

Perquisites

We do not engage in programs that offer personal benefit perquisites to our NEOs.

Broad-Based Programs

Our NEOs participate in our broad-based group health plan and 401(k) savings plan (the “401(k) Plan”) offered to all of our full-time U.S. based employees. Our 401(k) Plan provides a discretionary Company matching contribution, currently equal to 100% of each employee’s contribution up to the first 5% of the employee’s deferral into the 401(k) Plan up to the maximum deferrals permitted under the Internal Revenue Code. Additionally, the match is contributed with each semimonthly payroll.

Employees can designate the investment of their 401(k) Plan accounts from among a broad range of mutual funds. We do not allow investment in our common shares through the 401(k) Plan. We pay the premiums for group term life and disability insurance coverage for the NEOs on the same terms that apply to all Company employees.

Compensation Adviser Independence

In connection with the compensation reviews conducted throughout 2025, the compensation committee worked directly with Pearl Meyer & Partners, LLC (“Pearl Meyer”) as our adviser. Pearl Meyer reports directly to the compensation committee, and all endeavors undertaken by our advisers on behalf of the Company were executed under the explicit direction and authority vested in them by the compensation committee. Pearl Meyer was engaged principally to provide an executive compensation and non-employee director compensation analysis for 2025. Pearl Meyer advise the committee on executive and Board compensation matters. Pearl Meyer does not have any other direct or indirect business relationships with the Company or any of its affiliates.

After examining whether there was a conflict of interest present between the Company and its advisers, the compensation committee concluded that Pearl Meyer did not have any conflicts of interest during 2024. In reaching this conclusion, the compensation committee considered the six independence factors relating to committee advisers that are specified in SEC Rule 10C-1.

Clawback Policy

The ADC Therapeutics SA Clawback Policy (the “Clawback Policy”), enacted in 2023, applies to each of our NEOs, as well as other current and former executive officers. We adopted the Clawback Policy pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 10D of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual. All awards granted under our 2019 Equity Incentive Plan, Conditional Share Capital Plan and Inducement Plan are subject to “clawback” in accordance with the Clawback Policy. The Clawback Policy requires the Company to clawback compensation that is (i) incentive-based, (ii) erroneously awarded and (iii) received by an executive officer during the three years preceding the date an accounting restatement was required. In the event we are required to prepare an accounting restatement due to

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material noncompliance with any financial reporting requirement under U.S. federal securities law in order to correct a material error to previously issued financial statements or an error that would result in a material misstatement if corrected in the current period or left uncorrected in the current period, we will seek repayment of incentive compensation or require the forfeiture or reduction of outstanding or future equity-based incentive compensation, as may be determined by the compensation committee.

Ongoing and Post-Employment Compensation

Please see “—Employment Agreements” below for a description of the NEO employment agreements.

Tax Considerations

One of the factors that the compensation committee considers when determining compensation is the anticipated tax treatment to the Company and to the executives of the various payments and benefits.

Equity Compensation Plans

2019 Equity Incentive Plan

Plan Administration. The 2019 Equity Incentive Plan is administered by the compensation committee of our board of directors, subject to the board of directors’ discretion to administer or appoint another committee to administer it.

Awards. Equity incentive awards under the 2019 Equity Incentive 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. Options and share appreciation rights will have an exercise price determined by the administrator but will not be less than fair market value of the underlying common shares on the date of grant.

Vesting. The vesting conditions for grants under the equity incentive awards under the 2019 Equity Incentive Plan are set forth in the applicable award documentation.

Termination of Service and Change in Control. In the event of a participant’s termination of employment, the compensation committee may, in its discretion, determine the extent to which an equity incentive award may be exercised, settled, vested, paid or forfeited. In the event of our termination of a participant’s employment without Cause or a participant’s resignation for Good Reason (as defined in the 2019 Equity Incentive Plan) upon or within 18 months following a change in control of the company (as defined in the 2019 Equity Incentive Plan), any awards outstanding to the participant (unless otherwise provided in the award agreement) will immediately vest and settle, and options and share appreciation rights will become fully exercisable. In the event of a change in control that involves a merger, acquisition or other corporate transaction, any outstanding award not assumed, substituted, replaced or continued in connection with the transaction will immediately vest and settle, and options and share appreciation rights will become fully exercisable. In connection with a change of control, the compensation committee may, in its discretion, take any one or more of the following actions with respect to outstanding awards: (i) cancel any such award, in exchange for a payment in cash, securities or other property or any combination thereof with a value equal to the value of such award based on the per share value of common shares received or to be received by other shareholders in the event (or without payment of consideration if the committee determines that no amount would have been realized upon the exercise of the award or other realization of the participant’s rights); (ii) require the exercise of any outstanding option; (iii) provide for the assumption, substitution, replacement or continuation of any award by the successor or surviving corporation, along with appropriate adjustments with respect to the number and type of securities (or other consideration) of the successor or surviving corporation, subject to any replacement awards, the terms and conditions of the replacement awards (including performance targets) and the grant, exercise or purchase price per share for the replacement awards; (iv) make any other adjustments in the number and type of securities (or other consideration) subject to (a) such awards and in the terms and conditions of such awards in order to prevent the dilution or enlargement of benefits intended to be made available under the 2019 Equity Incentive Plan and (b) awards that may be granted in the future; (v) provide that any such award shall be accelerated and become exercisable, payable and/or fully vested with respect to all shares covered thereby or (vi) provide that any award shall not vest, be exercised or become payable as a result of such event.

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Termination and Amendment. Unless terminated earlier, the 2019 Equity Incentive Plan will continue for a term of ten years. Our board of directors has the authority to amend or terminate the 2019 Equity Incentive Plan subject to shareholder approval with respect to certain amendments. However, no such action may impair the rights of the recipient of any options unless agreed to by the recipient.

Conditional Share Capital Plan

Plan Administration. The Conditional Share Capital Plan is administered by the compensation committee of our board of directors, subject to the board of directors’ discretion to administer or appoint another committee to administer it.

Awards. Equity incentive awards under the Conditional Share Capital 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. Options and share appreciation rights will have an exercise price determined by the administrator but will not be less than fair market value of the underlying common shares on the date of grant.

Vesting. The vesting conditions for grants under the equity incentive awards under the Conditional Share Capital Plan are set forth in the applicable award documentation.

Termination of Service and Change in Control. In the event of a participant’s termination of employment, the compensation committee may, in its discretion, determine the extent to which an equity incentive award may be exercised, settled, vested, paid or forfeited. In the event of our termination of a participant’s employment without Cause or a participant’s resignation for Good Reason (as defined in the Conditional Share Capital Plan) upon or within 18 months following a change in control of the company (as defined in the Conditional Share Capital Plan), any awards outstanding to the participant (unless otherwise provided in the award agreement) will immediately vest and settle, and options and share appreciation rights will become fully exercisable. In the event of a change in control that involves a merger, acquisition or other corporate transaction, any outstanding award not assumed, substituted, replaced or continued in connection with the transaction will immediately vest and settle, and options and share appreciation rights will become fully exercisable. In connection with a change of control, the compensation committee may, in its discretion, take any one or more of the following actions with respect to outstanding awards: (i) cancel any such award, in exchange for a payment in cash, securities or other property or any combination thereof with a value equal to the value of such award based on the per share value of common shares received or to be received by other shareholders in the event (or without payment of consideration if the committee determines that no amount would have been realized upon the exercise of the award or other realization of the participant’s rights); (ii) require the exercise of any outstanding option; (iii) provide for the assumption, substitution, replacement or continuation of any award by the successor or surviving corporation, along with appropriate adjustments with respect to the number and type of securities (or other consideration) of the successor or surviving corporation, subject to any replacement awards, the terms and conditions of the replacement awards (including performance targets) and the grant, exercise or purchase price per share for the replacement awards; (iv) make any other adjustments in the number and type of securities (or other consideration) subject to (a) such awards and in the terms and conditions of such awards in order to prevent the dilution or enlargement of benefits intended to be made available under the Conditional Share Capital Plan and (b) awards that may be granted in the future; (v) provide that any such award shall be accelerated and become exercisable, payable and/or fully vested with respect to all shares covered thereby or (vi) provide that any award shall not vest, be exercised or become payable as a result of such event.

Termination and Amendment. Unless terminated earlier, the Conditional Share Capital Plan will continue for a term of ten years. Our board of directors has the authority to amend or terminate the Conditional Share Capital Plan subject to shareholder approval with respect to certain amendments. However, no such action may impair the rights of the recipient of any options unless agreed to by the recipient.

2022 Employee Stock Purchase Plan

Under the terms of our 2022 Employee Stock Purchase Plan (the “ESPP”), eligible employees are provided the opportunity to purchase our common shares during offering periods established by the administrator based on participants’ applied payroll deductions of up to a fixed dollar amount or percentage of their eligible compensation. The purchase price per share will equal 85% of the lower of either (a) the common shares’ fair market value on the first trading day of an offering period (in either case, the “enrollment date”) or (b) the common shares’ fair market value on the applicable “purchase date” of the offering period.

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Participants may voluntarily end their participation in the ESPP prior to the end of the applicable offering period, and will be paid their accrued payroll deductions that have not yet been used to purchase common shares. Participation will end automatically upon a participant’s termination of employment.

Inducement Plan

Plan Administration. The Inducement Plan is administered by the compensation committee of our board of directors, subject to the board of directors’ discretion to administer or appoint another committee to administer it.

Awards. 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. Options and share appreciation rights will have an exercise price determined by the administrator but will not be less than fair market value of the underlying common shares on the date of grant.

Vesting. The vesting conditions for grants under the equity incentive awards under the Inducement Plan are set forth in the applicable award documentation.

Termination of Service and Change in Control. In the event of a participant’s termination of employment, the compensation committee may, in its discretion, determine the extent to which an equity incentive award may be exercised, settled, vested, paid or forfeited. In the event of our termination of a participant’s employment without Cause or a participant’s resignation for Good Reason (as defined in the Inducement Plan) upon or within 18 months following a change in control of the company (as defined in the Inducement Plan), any awards outstanding to the participant (unless otherwise provided in the award agreement) will immediately vest and settle, and options and share appreciation rights will become fully exercisable. In the event of a change in control that involves a merger, acquisition or other corporate transaction, any outstanding award not assumed, substituted, replaced or continued in connection with the transaction will immediately vest and settle, and options and share appreciation rights will become fully exercisable. In connection with a change of control, the compensation committee may, in its discretion, take any one or more of the following actions with respect to outstanding awards: (i) cancel any such award, in exchange for a payment in cash, securities or other property or any combination thereof with a value equal to the value of such award based on the per share value of common shares received or to be received by other shareholders in the event (or without payment of consideration if the committee determines that no amount would have been realized upon the exercise of the award or other realization of the participant’s rights); (ii) require the exercise of any outstanding option; (iii) provide for the assumption, substitution, replacement or continuation of any award by the successor or surviving corporation, along with appropriate adjustments with respect to the number and type of securities (or other consideration) of the successor or surviving corporation, subject to any replacement awards, the terms and conditions of the replacement awards (including performance targets) and the grant, exercise or purchase price per share for the replacement awards; (iv) make any other adjustments in the number and type of securities (or other consideration) subject to (a) such awards and in the terms and conditions of such awards in order to prevent the dilution or enlargement of benefits intended to be made available under the Inducement Plan and (b) awards that may be granted in the future; (v) provide that any such award shall be accelerated and become exercisable, payable and/or fully vested with respect to all shares covered thereby or (vi) provide that any award shall not vest, be exercised or become payable as a result of such event.

Termination and Amendment. Unless terminated earlier, the Inducement Plan will continue for a term of ten years. Our board of directors has the authority to amend or terminate the Inducement Plan. However, no such action may impair the rights of the recipient of any options unless agreed to by the recipient.

Employment Agreements

Employment Agreement with Ameet Mallik

Ameet Mallik serves as the Company’s President and Chief Executive Officer under an executive employment agreement with ADC Therapeutics America, Inc. (the “Employer”) dated as of May 6, 2022 (as amended by letter dated December 20, 2023). Pursuant to such employment agreement, Mr. Mallik is entitled to receive an annual base salary of $700,000, subject to increase from time to time if approved by the compensation committee, and is eligible to receive an annual target cash bonus of 60% of his base salary, payable based on the achievement of performance goals as established by the compensation committee. Mr. Mallik is eligible to be considered for an annual equity grant subject to approval by the compensation committee. For a summary of Mr. Mallik’s equity awards, please see “—Long-Term Incentives—Equity Compensation”.

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If Mr. Mallik’s employment is terminated for any reason (including by reason of death or disability (as defined in his employment agreement)), he is entitled to receive (i) accrued base salary through the termination date, (ii) payment of any earned, but unused, paid time off, and (iii) reimbursement of expenses in accordance with the Employer’s reimbursement policy (the “Accrued Amounts”).

If the Employer terminates Mr. Mallik’s employment without “Cause”, or if Mr. Mallik terminates his employment with “Good Reason” (as these terms are defined in his employment agreement) between the date of the notice of termination and the effective termination date, the Employer has agreed to pay Mr. Mallik, in addition to the Accrued Amounts and to the extent permitted by Swiss law, all base salary, benefits and continued vesting of unvested options and RSUs. The Employer may elect to place Mr. Mallik on garden leave between the date of the notice of termination and the effective termination date, during which time he will receive all base salary, benefits and continued vesting of unvested options and RSUs. Following termination, Mr. Mallik will receive (i) a pro-rata target bonus for the fiscal year of termination, payable on the first payroll date following 60 days post-termination and (ii) reimbursement to cover out-of-pocket costs to continue group health insurance benefits under COBRA for 12 months post-termination.

If the Employer terminates Mr. Mallik’s employment without “Cause” or if Mr. Mallik terminates with “Good Reason”, the notice period is one year. However, in either case Mr. Mallik may elect to leave any time after 60 days following the date of the notice of termination. If the Employer terminates Mr. Mallik’s employment with “Cause”, the termination may be effective immediately. If Mr. Mallik terminates without “Good Reason”, the notice period is 60 days.

Following the end of Mr. Mallik’s employment, he will be subject to a non-compete obligation for 12 months, during which time he will be paid a monthly gross amount equal to 50% of the sum of (i) his portion of annual base salary paid in the last month prior to the date of his termination and (ii) one twelfth of his target bonus for the financial year in which the date of his termination occurs for each month during which Mr. Mallik is subject to and complies with the non-compete obligation. The Employer may waive the post-employment non-compete at any time by giving one month’s written notice to Mr. Mallik, effective at the end of a calendar month.

In addition, if the Employer terminates Mr. Mallik’s employment without “Cause”, or if Mr. Mallik terminates his employment with “Good Reason”, in either case within 18 months following a change in control (as defined in his employment agreement), Mr. Mallik’s outstanding unvested equity awards, including options and RSUs, become fully and immediately vested.

The payment of the pro-rata target bonus and the employer portion of COBRA payments following termination is conditioned on the execution by Mr. Mallik of a release in favor of the Company and compliance with the restrictive covenant provisions applicable to Mr. Mallik under his employment agreement.

Employment Agreement with Jose (Pepe) Carmona

Jose (Pepe) Carmona serves as the Company’s Chief Financial Officer under an executive employment agreement with the Employer dated as of December 19, 2022. Pursuant to such employment agreement, Mr. Carmona is entitled to receive an annual base salary of $480,000, subject to increase from time to time if approved by the compensation committee, and is eligible to receive an annual target cash bonus of 50% of his base salary, payable based on the achievement of performance goals as established by the compensation committee. Mr. Carmona is eligible to be considered for an annual equity grant subject to approval by the compensation committee. For a summary of Mr. Carmona’s equity awards, please see “—Long-Term Incentives—Equity Compensation”.

If Mr. Carmona’s employment is terminated for any reason (including by reason of death or disability (as defined in his employment agreement)), he is entitled to receive the Accrued Amounts.

If the Employer terminates Mr. Carmona’s employment without “Cause”, or if Mr. Carmona terminates his employment with “Good Reason” (as these terms are defined in his employment agreement) between the date of the notice of termination and the effective termination date, the Employer has agreed to pay Mr. Carmona, in addition to the Accrued Amounts and to the extent permitted by Swiss law, all base salary, benefits and continued vesting of unvested options and RSUs. The Employer may elect to place Mr. Carmona on garden leave between the date of the notice of termination and the effective termination date, during which time he will receive all base salary, benefits and continued vesting of unvested options and RSUs. Following termination, Mr. Carmona will receive (i) a pro-rata target bonus for the fiscal year of termination, payable on the first payroll date following 60 days post-termination and (ii) reimbursement to cover out-of-pocket costs to continue group health insurance benefits under COBRA for 12 months post-termination.

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If the Employer terminates Mr. Carmona’s employment without “Cause” or if Mr. Carmona terminates with “Good Reason”, the notice period is one year. However, in either case Mr. Carmona may elect to leave any time after 60 days following the date of the notice of termination. If the Employer terminates Mr. Carmona’s employment with “Cause”, the termination may be effective immediately.

The payment of the pro-rata target bonus and the employer portion of COBRA payments following termination is conditioned on the execution by Mr. Carmona of a release in favor of the Company and compliance with the restrictive covenant provisions applicable to Mr. Carmona under his employment agreement.

Employment Agreement with Mohamed Zaki

Dr. Mohamed Zaki serves as the Company’s Chief Medical Officer under an executive employment agreement dated as of December 22, 2023. Pursuant to such employment agreement, Dr. Zaki is entitled to receive an annual base salary of $650,000, subject to increase from time to time if approved by the compensation committee, and is eligible to receive an annual target cash bonus of 50% of his base salary, payable based on the achievement of performance goals as established by the compensation committee. Dr. Zaki is also eligible to be considered for an annual equity award subject to approval by the compensation committee. For a summary of Dr. Zaki’s equity awards, please see “—Long-Term Incentives—Equity Compensation”.

If Dr. Zaki’s employment is terminated for any reason (including by reason of death or disability (as defined in his employment agreement)), regardless of whether he signs a release of claims against the Company, he is entitled to receive the Accrued Amounts and the payment of any earned but unpaid annual bonus from the prior fiscal year (the “Prior Year Bonus”).

If the Employer terminates Dr. Zaki’s employment without “Cause”, or if Dr. Zaki terminates his employment with “Good Reason” (as these terms are defined in his employment agreement), in addition to the Accrued Amounts and the Prior Year Bonus, the Employer has agreed to pay Dr. Zaki a severance payment equivalent to (i) the sum of Dr. Zaki’s annual base salary and target bonus for the year in which termination occurs, divided by 12, (“Monthly Severance”) multiplied by 15 and paid in equal installments over the 15 month period following the date of termination (ii) a pro-rata target bonus for the fiscal year of termination, payable within 60 days post-termination, (iii) reimbursement to cover out-of-pocket costs to continue group health insurance benefits under COBRA for 15 months and (iv) all outstanding equity grants held by Dr. Zaki which vest based on his continued service over time shall accelerate, become fully vested and/or exercisable over the 15 month period following a termination of employment. The Employer may elect to place Dr. Zaki on garden leave between the date of the notice of termination and the effective termination date (which will be at least 60 days following the date of the notice of termination other than a termination for cause), during which time he will continue to receive base salary and benefits, and his outstanding equity awards will continue to vest.

In addition, if the Employer terminates Dr. Zaki’s employment without “Cause”, or if Dr. Zaki terminates his employment with “Good Reason”, in each case within 12 months following a change in control (as defined in his employment agreement), the Employer has agreed to pay Dr. Zaki a severance payment of (i) the Monthly Severance amount multiplied by 18 and paid in equal installments over 18 months, (ii) a pro-rata target bonus for the fiscal year of termination, payable within 60 days post-termination, (iii) reimbursement to cover out-of-pocket costs to continue group health insurance benefits under COBRA for 18 months and (iv) all outstanding equity grants held by Dr. Zaki shall accelerate, become fully vested and/or exercisable as of the date of the change in control. The severance payment is conditioned on the execution by Dr. Zaki of a release and compliance with the restrictive covenant provisions applicable to Dr. Zaki under his employment agreement.

Summary Compensation Table


Name and Principal Position	Year	Salary	Bonus⁽¹⁾	Stock Awards⁽²⁾	Non-Equity Incentive Plan Compensation⁽³⁾	All Other Compensation⁽⁴⁾	Total
Ameet Mallik Chief Executive Officer	2025	$776,084	$—	$1,046,500	$582,063	$48,503	$2,453,150
Ameet Mallik Chief Executive Officer	2024	$746,235	$621,732	$—	$425,354	$44,307	$1,837,628
Jose “Pepe” Carmona Chief Financial Officer	2025	$525,208	$—	$386,400	$328,255	$7,140	$1,247,003
Jose “Pepe” Carmona Chief Financial Officer	2024	$505,008	$180,000	$—	$239,879	$8,698	$933,585
Mohamed Zaki Chief Medical Officer	2025	$690,121	$—	$370,300	$431,325	$23,820	$1,515,566
Mohamed Zaki Chief Medical Officer	2024	$670,020	$—	$—	$318,260	$21,233	$1,009,513

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(1)	The amounts disclosed in this column represent the portion of retention bonuses paid to Mr. Mallik and Mr. Carmona.

(2)

The amounts reported in this column represent the aggregate grant date fair value of RSUs granted to our NEOs during 2025, as calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSU awards are described in Note 19, “Share-based compensation” to our audited consolidated financial statements.

(3)

The amounts reported in this column represent the aggregate grant date fair value of options granted to our NEOs, as calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the option awards are described in Note 19, “Share-based compensation” to our audited consolidated financial statements.

(4)

The amounts in this column represent health insurance benefits, life and disability insurance, 401(k) matching contributions and other wellness benefits. In 2025: For Mr. Mallik: health insurance, $38,759; 401(k) matching contributions, $8,084; life and disability insurance, $1,634; and other, $26. For Mr. Carmona: 401(k) matching contributions, $5,480; and life and disability insurance, $1,634; and other, $26. For Dr. Zaki: health insurance, $14,971; 401(k) matching contributions, $7,189; life and disability insurance, $1,634; and other, $26. In 2024: For Mr. Mallik: health insurance, $36,639; 401(k) matching contributions, $6,008; life and disability insurance, $1,634; and other, $26. For Mr. Carmona: 401(k) matching contributions, $7,038; and life and disability insurance, $1,634; and other, $26. For Dr. Zaki: health insurance, $14,156; 401(k) matching contributions, $5,417; life and disability insurance, $1,634; and other, $26.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning outstanding equity awards for our NEOs as of December 31, 2025.


		Option Awards				Stock Awards
Name	Grant date	Number of securities underlying unexercised options exercisable	Number of securities underlying unexercised options unexercisable⁽¹⁾	Option exercise price	Option expiration date	Number of shares or units of stock that have not vested⁽²⁾	Market value of shares or units of stock that have not vested	Equity incentive plan awards: number of unearned shares, units or other rights that have not vested	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested
Ameet Mallik	5/6/2022	956,715	111,246	$10.95	5/6/2032	—	$—	—	$—
	3/22/2023	429,688	195,312	$1.99	3/22/2033	—	$—	—	$—
	2/13/2025	—	—	$—	—	650,000	$2,294,500	—	$—
Jose Carmona	12/19/2022	345,000	115,000	$3.04	12/19/2032	—	$—	—	$—
Jose Carmona	2/13/2025	—	—	$—	—	240,000	$847,200	—	$—
Mohamed Zaki	1/3/2023	680,556	19,444	$3.59	1/3/2033	—	$—	—	$—
Mohamed Zaki	2/13/2025	—	—	$—	—	230,000	$811,900	—	$—

(1)

For Mr. Mallik and Mr. Carmona: These options vest over four years from the date of grant, with 1/4 vesting on the first anniversary of such date, and the remainder vesting monthly in 36 equal installments, subject to continued service through each such vesting date. For Dr. Zaki: The options will vest over three years from the date of grant with 33% vesting after one year and in equal monthly installments thereafter.

(2)	For the RSU grants issued on February 13, 2025: Represent restricted stock units (“RSUs”) which vest 1/3 on each of the first three anniversaries of the grant date.

Pension Benefits

Our NEOs are eligible to participate in our 401(k) Plan, which is a defined contribution plan offered to all of our full-time U.S. based employees. There are no other pension benefit arrangements covering our NEOs.

Potential Payments upon Termination or Change in Control

The material terms of the contracts with each of our NEOs are summarized under “—Employment Agreements” above, including payments to NEOs at, following or in connection with the resignation, retirement or other termination of an NEO, or a change in the NEO’s responsibilities following a change in control.

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Pay Versus Performance

The following summarizes the relationship between the total compensation paid to our CEO and other Named Executives Officers (“NEOs”), and our financial performance. In this discussion, our CEO is also referred to as our principal executive officer or “PEO”, and our NEOs other than our CEO are referred to as our “Non-PEO NEOs”):


Year	Summary compensation table total for PEO⁽¹⁾	Compensation actually paid to PEO⁽²⁾	Average summary compensation table total for non-PEO NEOs⁽¹⁾	Average compensation actually paid to non-PEO NEOs⁽²⁾	Value of initial fixed $100 investment based on total shareholder return⁽³⁾	Net income (loss) in millions
2025	$2,453,150	$6,047,297	$1,381,285	$2,651,931	$91.93	$(142.6)
2024	$1,837,628	$4,130,959	$971,549	$1,579,197	$51.82	$(157.8)
2023	$3,779,425	$2,678,585	$2,831,604	$2,155,670	$43.23	$(240.1)

(1)	See the “Summary Compensation Table” above for detail. The Average compensation of our Non-PEOs was also derived from the “Summary Compensation Table” above.

(2)

For purposes of this table, the compensation actually paid (“Compensation Actually Paid”, or “CAP”) means the total compensation as reflected in the “Summary Compensation Table” less the grant date fair values of stock awards and option awards included in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table, and adjusted for the following with respect to equity awards granted:

•	Plus the year-end value of awards granted in the covered fiscal year which were outstanding and unvested at the end of the covered fiscal year,

•	Plus/(less) the change in value as of the end of the covered fiscal year as compared to the end of the prior fiscal year for awards which were granted in prior years and were outstanding and unvested at the end of the covered fiscal year,

•	Plus the vesting date value of awards which were granted and vested during the same covered fiscal year (none of the equity awards held by NEOs were granted and vested in the same year),

•	Plus/(less) the change in value as of the vesting date as compared to the end of the prior fiscal year for awards which were granted in prior years and vested in the covered fiscal year,

•	Less, as to any awards which were granted in prior fiscal years and were forfeited during the covered fiscal year, the value of such awards as of the end of the prior fiscal year (none of the equity awards held by NEOs were forfeited during the year covered in the table),

•	Plus the dollar value of any dividends or other earnings paid during the year on outstanding and unvested awards (no dividends or other earnings were paid by the Company during the year covered in the table),

•

Plus, as to an award that is materially modified during the covered fiscal year, the amount by which the value of the award as of the date of the modification exceeds the value of the original award on the modification date (none of the equity awards held by the NEOs were materially modified during the year covered in the table).

In making each of these adjustments, the value of an award is the fair value of the award on the applicable date determined in accordance with FASB’s ASC Topic 718 using the valuation assumptions we then use to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K each year and the footnotes to the Summary Compensation Table.

The tables below reflect the CAP (determined as noted above) for our CEO and, for our Non-PEO NEOs, the average of the CAPs determined for the Non-PEO NEO and provide a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our PEO and Non-PEOs for the fiscal year 2025.


Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO			Fiscal Year 2025
Summary of Compensation Table Total			$2,453,150
Less: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year			(1,046,500)
Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted In Fiscal Year			2,294,500
Plus (Less): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years			1,443,021
Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year			—
Plus (Less): Change in Fair Value of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year			903,126
Compensation Actually Paid			$6,047,297

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Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs			Fiscal Year 2025
Summary of Compensation Table Total			$1,381,285
Less: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year			(378,350)
Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted In Fiscal Year			829,550
Plus (Less): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years			479,344
Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year			—
Plus (Less): Change in Fair Value of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year			340,102
Compensation Actually Paid			$2,651,931

(3)	Total Shareholder Return represents the return on a fixed investment of $100 in ADC Therapeutics SA (ADCT) stock for the period beginning on the last trading day of 2022 through the end of the applicable fiscal year.

CAP versus Company Total Shareholder Return

The Company’s Total Shareholder Return in 2025 was $91.93 based on a $100 initial fixed investment and the PEO CAP was $6.0 million. The non-PEO CAP was $2.7 million. The Company does not use Total Shareholder Return as a primary metric to determine compensation levels or incentive plan payout. In future years we will determine whether there are any trends in the relationship between Total Shareholder Return and CAP over time.

CAP versus Net Income (Loss)

As shown in the chart above, the Company’s net loss in 2025 was $142.6 million and the PEO CAP was $6.0 million. The non-PEO CAP was $2.7 million. The Company does not use net income/loss as a primary metric to determine compensation levels or incentive plan payout. In future years we will determine whether there are any trends in the relationship between net income/loss and CAP over time.

Actions to Recover Erroneously Awarded Compensation

None.

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DIRECTOR COMPENSATION

Non-Employee Director Compensation Policy

Each of our non-employee directors is entitled to receive the following compensation pursuant to our current director compensation policy, as applicable:

The compensation of the non-employee members of the board of directors may consist of fixed and variable compensation elements. Total compensation shall take into account the position and level of responsibility of the recipient. Additionally, the Company pays the employer’s portion of social security contributions due on these amounts, as applicable.

Compensation may be paid in the form of cash, shares, options or other share-based instruments or units, or in the form of other types of benefits. The board of directors or, to the extent delegated to it, the Compensation Committee, shall determine grant, vesting, exercise, restriction and forfeiture conditions and periods. In particular, it may provide for continuation, acceleration or removal of vesting, exercise, restriction and forfeiture conditions and periods, for payment or grant of compensation based upon assumed target achievement, or for forfeiture, in each case in the event of pre-determined events such as a change of control or termination of a service or mandate agreement. The Company may procure the required shares or other securities through purchases in the market, from treasury shares or by using conditional or authorized share capital. Compensation may be paid by the Company or companies controlled by it.

Non-Employee Director Compensation

The following table sets forth information concerning the compensation earned by each of our non-employee directors during the fiscal year ended December 31, 2025.


Name	Fees Earned or Paid in Cash	Stock Awards⁽¹⁾⁽²⁾	Option Awards⁽²⁾⁽³⁾	All Other Compensation⁽⁴⁾	Total
Ron Squarer	$85,000	$143,600	$—	$20,597	$249,197
Robert Azelby	$67,500	$143,600	$—	$—	$211,100
Jean-Pierre Bizzari	$62,500	$143,600	$—	$—	$206,100
Timothy Coughlin	$55,529	$143,600	$232,000	$—	$431,129
Peter Hug	$90,000	$143,600	$—	$17,368	$250,968
Viviane Monges	$71,346	$143,600	$—	$31,468	$246,414
Thomas Pfisterer	$22,500	$—	$—	$14,501	$37,001
Tyrell J. Rivers	$—	$—	$—	$—	—
Victor Sandor	$67,500	$143,600	$—	$—	$211,100

(1)

(2)

As of December 31, 2025: Mr. Squarer held 40,000 unvested RSUs. Mr. Azelby held 40,000 unvested RSUs and 11,625 unvested options. Mr. Bizarri held 40,000 unvested RSUs and 4,512 unvested options. Mr. Coughlin held 40,000 unvested RSUs and 80,000 unvested options. Mr. Hug held 40,000 unvested RSUs. Ms. Monges held 40,000 unvested RSUs. Mr. Rivers did not hold any unvested RSUs or unvested options. Mr. Sandor held 40,000 unvested RSUs.

(3)

The amounts reported in this column represent the aggregate grant date fair value of options granted to our NEOs during 2025, as calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the option awards are described in Note 19, “Share-based compensation” to our audited consolidated financial statements.

(4)	The amounts in this column represent social security contributions as required by applicable laws as well as certain non-mandatory benefits under local social security schemes. For 2025 non-mandatory benefits - Ms. Monges: Pension benefit: $11,981.

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Annual Retainers for Non-Employee Directors

Non-employee directors receive the following fees effective following the Annual General Meeting in June 2025:


Membership Fees (in US $)	Chairman	Member	Vice Chair & Lead Independent Director
Board	$85,000	$45,000	$70,000
Audit	$30,000	$15,000	N/A
Compensation	$15,000	$7,500	N/A
Nomination & Corporate Governance	$10,000	$5,000	N/A
Science & Technology	$15,000	$7,500	N/A

2025 Equity Awards for Non-Employee Directors

On June 3, 2025, the Company granted Mr. Azelby, Dr. Bizzari, Mr. Coughlin, Mr. Hug, Ms. Monges, Dr. Sandor and Mr. Squarer 40,000 Restricted Stock Units with a one year vest date. In addition, Mr. Coughlin received a new hire grant of 80,000 Stock Options with a four-year vesting period.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table is a summary of the common shares authorized for issuance under equity compensation plans as of December 31, 2025:


Plan Category	Number of common shares to be issued upon exercise of outstanding options, warrants and rights	Weighted- average exercise price of outstanding options, warrants and rights	Number of common shares remaining available for future issuance under equity compensation plans (excluding common shares to be issued upon exercise of outstanding options, warrants and rights)
Equity compensation plans approved by security holders:
2019 Equity Incentive Plan:
Options	9,481,763	$8.9	N/A
Restricted share units	2,654,427	N/A	N/A
Total for 2019 Equity Incentive Plan	12,136,190	N/A	7,055,177
2022 Employee Stock Purchase Plan	—	—	— *
Conditional Share Capital Plan
Options	N/A	N/A	N/A
Restricted share units	1,970,000	N/A	N/A
Total for Conditional Share Capital Plan	1,970,000	N/A	2,127,252
Equity compensation plans not approved by security holders:
Inducement Plan:
Options	932,542	$3.33	N/A
Restricted share units	N/A	N/A	N/A
Total for Inducement Plan	932,542	N/A	1,033,308

The aggregate number of shares that may be issued pursuant to rights granted under the 2022 Employee Stock Purchase Plan is equal to 1% of our common share capital at the plan’s adoption. In addition to the foregoing, on the first day of each calendar year beginning on January 1, 2023 and ending on and including January 1, 2032, the number of common shares available for issuance under the 2022 Employee Stock Purchase Plan is increased by that number of common shares equal to the least of (a) 1% of the common

SEC Form PRE 14A filed by ADC Therapeutics SA