Form 8-K

8-K — Adaptive Biotechnologies Corp

Accession: 0001193125-26-206455

Filed: 2026-05-05

Period: 2026-05-05

CIK: 0001478320

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — adpt-20260505.htm (Primary)

EX-99.1 (adpt-ex99_1.htm)

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8-K

8-K (Primary)

Filename: adpt-20260505.htm · Sequence: 1

8-K

0001478320False00014783202026-05-052026-05-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2026

ADAPTIVE BIOTECHNOLOGIES CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Washington

001-38957

27-0907024

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1165 Eastlake Avenue East

Seattle, Washington

98109

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (206) 659-0067

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

ADPT

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On May 5, 2026, Adaptive Biotechnologies Corporation (the “Company”) issued a press release regarding the Company’s financial results for the quarter ended March 31, 2026. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 2.02 and the press release attached as Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release dated May 5, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Adaptive Biotechnologies Corporation

Date: May 5, 2026

By:

/s/ Kyle Piskel

Kyle Piskel

Chief Financial Officer

EX-99.1

Filename: adpt-ex99_1.htm · Sequence: 2

EX-99.1

EXHIBIT 99.1

Adaptive Biotechnologies Reports First Quarter 2026 Financial Results

SEATTLE, May 05, 2026 (GLOBE NEWSWIRE) – Adaptive Biotechnologies Corporation (“Adaptive Biotechnologies”) (Nasdaq: ADPT), a commercial stage biotechnology company that aims to translate the genetics of the adaptive immune system into clinical products to diagnose and treat disease, today reported financial results for the quarter ended March 31, 2026.

“We delivered strong first quarter results based on accelerating adoption of MRD across both clinical testing and drug development. Our performance reinforces our market leadership position and the differentiated value of our platform,” said Chad Robins, chief executive officer and co-founder of Adaptive Biotechnologies. “With disciplined execution and multiple growth drivers in place, we are well positioned to sustain our growth trajectory and create long-term value.”

Recent Highlights

•

Revenue for the first quarter of 2026 was $70.9 million. The MRD business, which contributed 95% of revenue, grew 53% versus the first quarter of 2025.

•

clonoSEQ® test volume in the first quarter of 2026 increased 41% to 32,595 tests delivered versus the first quarter of 2025.

•

Recognized $9.0 million in MRD pharma regulatory milestone revenue, the first U.S. primary endpoint milestone.

•

Raising full year 2026 MRD revenue guidance to a new range of $260 million to $270 million, implying annual growth of 22% to 27%.

First Quarter 2026 Financial Results

Revenue was $70.9 million for the quarter ended March 31, 2026, representing a 35% increase from the first quarter in the prior year. Excluding revenue recognized under the Genentech Agreement, which did not generate revenue in the quarter ended March 31, 2026, revenue for the current quarter increased 45% from the first quarter in the prior year. MRD revenue was $67.1 million for the quarter, representing a 53% increase from the first quarter in the prior year. Immune Medicine revenue was $3.8 million for the quarter, representing a 57% decrease from the first quarter in the prior year. Excluding revenue from the Genentech Agreement, Immune Medicine revenue for the quarter ended March 31, 2026 decreased 26% from the first quarter in the prior year.

Operating expenses for the first quarter of 2026 were $90.1 million, compared to $82.0 million in the first quarter of the prior year, representing an increase of 10%.

Interest and other income, net was $2.1 million for the first quarter of 2026, compared to $2.7 million in the first quarter of the prior year. Interest expense from our revenue interest purchase agreement was $2.9 million in both the first quarter of 2026 and the first quarter of the prior year.

Net loss was $20.0 million for the first quarter of 2026, compared to $29.8 million for the same period in 2025. Excluding revenue generated from the Genentech Agreement, net loss was $33.4 million for the first quarter of 2025.

Adjusted EBITDA (non-GAAP) was a loss of $2.5 million for the first quarter of 2026, compared to a loss of $12.7 million for the first quarter of the prior year. Excluding revenue generated from the Genentech Agreement, Adjusted EBITDA was a loss of $16.3 million for the first quarter of 2025.

Cash, cash equivalents and marketable securities was 237.2 million as of March 31, 2026, inclusive of $15.3 million of cash and cash equivalents held by Digital Biotechnologies, Inc.

2026 Updated Financial Guidance

Adaptive Biotechnologies expects full year revenue for the MRD business to be between $260 million and $270 million, updated from the previous range between $255 million and $265 million. No revenue guidance is provided for the Immune Medicine business.

We expect full year total company operating expenses, including cost of revenue, to be between $350 million and $360 million.

Management will provide further details on the outlook during the conference call.

Webcast and Conference Call Information

Adaptive Biotechnologies will host a conference call to discuss its first quarter 2026 financial results after market close on Tuesday, May 5, 2026 at 4:30 PM Eastern Time. The conference call can be accessed at http://investors.adaptivebiotech.com. The webcast will be archived and available for replay at least 90 days after the event.

About Adaptive Biotechnologies

Adaptive Biotechnologies (“we” or “our”) is a commercial-stage biotechnology company focused on harnessing the inherent biology of the adaptive immune system to transform the diagnosis and treatment of disease. We believe the adaptive immune system is nature’s most finely tuned diagnostic and therapeutic for most diseases, but the inability to decode it has prevented the medical community from fully leveraging its capabilities. Our proprietary immune medicine platform reveals and translates the massive genetics of the adaptive immune system with scale, precision and speed. We apply our platform to partner with biopharmaceutical companies, inform drug development, and develop clinical diagnostics across our two business segments: Minimal Residual Disease (MRD) and Immune Medicine. Our commercial products and clinical pipeline enable the diagnosis, monitoring, and treatment of diseases such as cancer and autoimmune disorders. Our goal is to develop and commercialize immune-driven clinical products tailored to each individual patient.

Forward-Looking Statements

This press release contains forward-looking statements that are based on management’s beliefs and assumptions and on information currently available to management. All statements contained in this release other than statements of historical fact are forward-looking statements, including statements regarding our ability to develop, commercialize and achieve market acceptance of our current and planned products and services, our research and development efforts and other matters regarding our business strategies, use of capital, results of operations and financial position and plans and objectives for future operations.

In some cases, you can identify forward-looking statements by the words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks, uncertainties and other factors are described under "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in the documents we file with the Securities and Exchange Commission from time to time. We caution you that forward-looking statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. As a result, the forward-looking statements may not prove to be accurate. The forward-looking statements in this press release represent our views as of the date hereof. We undertake no obligation to update any forward-looking statements for any reason, except as required by law.

Use of Non-GAAP Financial Measure

To supplement our unaudited condensed consolidated statements of operations and unaudited condensed consolidated balance sheets, which are prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), this press release also includes references to Adjusted EBITDA, which is a non-GAAP financial measure that we define as net loss attributable to Adaptive Biotechnologies Corporation adjusted for interest and other income, net, interest expense, income tax (expense) benefit, depreciation and amortization expense, impairment costs for long-lived assets, restructuring expense and share-based compensation expense. We define our segment Adjusted EBITDA in the same way to the extent the net loss attributable to Adaptive Biotechnologies Corporation and adjustments are allocable to each segment. We have provided reconciliations of net loss attributable to Adaptive Biotechnologies Corporation, the most directly comparable GAAP financial measure, to Adjusted EBITDA at the end of this press release.

Management uses Adjusted EBITDA, including segment Adjusted EBITDA, to evaluate the financial performance of our business and segments and to evaluate the effectiveness of our strategies. We present these figures because we believe it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry and it facilitates comparisons on a consistent basis across reporting periods. Further, we believe it is helpful in highlighting trends in our operating results because it excludes items that are not indicative of our core operating performance.

Adjusted EBITDA, including segment Adjusted EBITDA, has limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. We may in the future incur expenses similar to the adjustments we make. In particular, we expect to incur meaningful share-based compensation expense in the future. Other limitations include that Adjusted EBITDA, including segment Adjusted EBITDA, does not reflect:

•

all expenditures or future requirements for capital expenditures or contractual commitments;

•

changes in our working capital needs;

•

interest expense, which is an ongoing element of our costs to operate;

•

income tax (expense) benefit, which may be a necessary element of our costs and ability to operate;

•

the costs of replacing the assets being depreciated and amortized, which will often have to be replaced in the future;

•

the noncash component of employee compensation expense;

•

long-lived assets impairment costs; and

•

the impact of earnings or charges resulting from matters we consider not to be reflective, on a recurring basis, of our ongoing operations, such as our restructuring activities and reductions in workforce.

In addition, Adjusted EBITDA, including segment Adjusted EBITDA, may not be comparable to similarly titled measures used by other companies in our industry or across different industries.

ADAPTIVE INVESTORS

Karina Calzadilla, Vice President, Investor Relations and FP&A

201-396-1687

investors@adaptivebiotech.com

ADAPTIVE MEDIA

Erica Jones, Associate Corporate Communications Director

206-279-2423

media@adaptivebiotech.com

Adaptive Biotechnologies

Condensed Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)

Three Months Ended March 31,

2026

2025

Revenue

70,874

52,443

Operating expenses

Cost of revenue

18,708

16,979

Research and development

23,623

24,203

Sales and marketing

26,346

23,047

General and administrative

20,984

17,399

Amortization of intangible assets

419

Total operating expenses

90,080

82,047

Loss from operations

(19,206

)

(29,604

)

Interest and other income, net

2,080

2,679

Interest expense

(2,889

)

(2,905

)

Net loss

(20,015

)

(29,830

)

Add: Net income attributable to noncontrolling interest

(18

)

(22

)

Net loss attributable to Adaptive Biotechnologies Corporation

(20,033

)

(29,852

)

Net loss per share attributable to Adaptive Biotechnologies Corporation common shareholders, basic and diluted

(0.13

)

(0.20

)

Weighted-average shares used in computing net loss per share attributable to Adaptive Biotechnologies Corporation common shareholders, basic and diluted

155,521,048

149,195,028

Adaptive Biotechnologies

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

March 31, 2026

December 31, 2025

(unaudited)

Assets

Current assets

Cash and cash equivalents

77,581

70,495

Short-term marketable securities (amortized cost of $140,762 and $156,246, respectively)

140,753

156,485

Accounts receivable, net

48,315

50,365

Inventory

11,206

9,820

Prepaid expenses and other current assets

13,952

13,020

Total current assets

291,807

300,185

Long-term assets

Property and equipment, net

30,774

34,107

Operating lease right-of-use assets

40,248

40,616

Long-term marketable securities (amortized cost of $18,908 and $13,220, respectively)

18,889

13,234

Restricted cash

2,709

2,689

Intangible assets, net

1,307

1,726

Goodwill

118,972

Other assets

1,237

1,207

Total assets

505,943

512,736

Liabilities and shareholders’ equity

Current liabilities

Accounts payable

9,615

6,467

Accrued liabilities

7,465

7,700

Accrued compensation and benefits

6,217

16,992

Current portion of operating lease liabilities

8,513

8,920

Current portion of deferred revenue

49,397

45,194

Current portion of revenue interest liability, net

5,804

4,642

Total current liabilities

87,011

89,915

Long-term liabilities

Operating lease liabilities, less current portion

69,115

70,228

Deferred revenue, less current portion

807

1,006

Revenue interest liability, net, less current portion

124,749

126,566

Other long-term liabilities

Total liabilities

281,702

287,735

Commitments and contingencies

Shareholders’ equity

Preferred stock: $0.0001 par value, 10,000,000 shares authorized at March 31, 2026 and December 31, 2025; no shares issued and outstanding at March 31, 2026 and December 31, 2025

—

Common stock: $0.0001 par value, 340,000,000 shares authorized at March 31, 2026 and December 31, 2025; 159,697,221 and 153,779,418 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

1,599,708

1,581,848

Accumulated other comprehensive (loss) gain

(28

)

253

Accumulated deficit

(1,383,356

)

(1,363,323

)

Total Adaptive Biotechnologies Corporation shareholders’ equity

216,340

218,793

Noncontrolling interest

7,901

6,208

Total shareholders’ equity

224,241

225,001

Total liabilities and shareholders’ equity

505,943

512,736

Adjusted EBITDA

The following is a reconciliation of net loss attributable to Adaptive Biotechnologies Corporation, the most directly comparable GAAP financial measure, to Adjusted EBITDA for the periods presented (in thousands, unaudited):

Three Months Ended March 31,

2026

2025

Net loss attributable to Adaptive Biotechnologies Corporation

(20,033

)

(29,852

)

Interest and other income, net

(2,080

)

(2,679

)

Interest expense

2,889

2,905

Depreciation and amortization expense

3,837

4,731

Impairment of long-lived assets

347

—

Restructuring expense

643

—

Share-based compensation expense

11,928

12,147

Adjusted EBITDA

(2,469

)

(12,748

)

Segment Information (Including Segment Adjusted EBITDA)

The following sets forth segment information for the periods presented (in thousands, unaudited):

Three Months Ended March 31,

2026

2025

MRD:

Revenue

67,093

43,721

Adjusted EBITDA

12,138

(4,111

)

Reconciliation of Net Income (Loss) to Adjusted EBITDA:

Net income (loss)

3,362

(12,238

)

Depreciation and amortization expense

2,381

2,663

Impairment of long-lived assets

—

Restructuring expense

248

—

Share-based compensation expense

6,147

5,464

Adjusted EBITDA

12,138

(4,111

)

Immune Medicine(1):

Revenue

3,781

8,722

Adjusted EBITDA

(10,360

)

(5,106

)

Reconciliation of Net Loss to Adjusted EBITDA:

Net loss

(15,929

)

(10,919

)

Depreciation and amortization expense

1,005

1,623

Impairment of long-lived assets

347

—

Restructuring expense

395

—

Share-based compensation expense

3,822

4,190

Adjusted EBITDA

(10,360

)

(5,106

)

(1) Expenses related to Digital Biotechnologies, Inc. are no longer included in the Immune Medicine segment.

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dei_TradingSymbol

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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Period Type:

duration