Form 8-K

8-K — Adaptive Biotechnologies Corp

Accession: 0001193125-26-323753

Filed: 2026-07-29

Period: 2026-07-24

CIK: 0001478320

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

Item: Results of Operations and Financial Condition

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — adpt-20260724.htm (Primary)

EX-99.1 (adpt-ex99_1.htm)

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8-K

8-K (Primary)

Filename: adpt-20260724.htm · Sequence: 1

8-K

False000147832000014783202026-07-242026-07-24

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): July 24, 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 July 29, 2026, Adaptive Biotechnologies Corporation (the “Company”) issued a press release regarding the Company’s financial results for the quarter ended June 30, 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 24, 2026, the Company’s Chief Scientific Officer and Co-founder, Dr. Harlan Robins, decided to transition into a strategic consultant role with the Company. The Company expects to enter into a consulting agreement with Dr. Robins on its standard form pursuant to which he would support research and development efforts for the minimal residual disease business and the separation of the immune medicine business. There are no disagreements or performance matters related to Dr. Robins's decision.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release dated July 29, 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: July 29, 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 Second Quarter 2026 Financial Results

SEATTLE, Jul. 29, 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 June 30, 2026.

“We delivered an exceptional second quarter, driven by expanding growth and profitability in MRD, including both our clinical and biopharma businesses,” said Chad Robins, chief executive officer and co-founder of Adaptive Biotechnologies. “The combination of our operating performance, fortified balance sheet and plan to separate the Immune Medicine business enhances our ability to create long-term value for our shareholders.”

Recent Highlights

•

Revenue for the second quarter of 2026 was $71.6 million. The MRD business, which contributed 92% of revenue, grew 33% versus the second quarter of 2025.

•

clonoSEQ® test volume in the second quarter of 2026 increased 43% to 36,111 tests delivered versus the second quarter of 2025.

•

Completed a $345 million zero-coupon convertible senior notes offering, repaid the OrbiMed Purchase Agreement, and increased financial flexibility to support strategic priorities.

•

The company announced plans to pursue a separation of its MRD and Immune Medicine businesses.

•

Harlan Robins is transitioning roles at Adaptive from Chief Scientific Officer to a strategic consultant focused on key MRD R&D initiatives and the separation of the Immune Medicine business.

•

Raising full year 2026 MRD revenue guidance to a new range of $268 million to $278 million, implying annual growth of 26% to 31%.

Second Quarter 2026 Financial Results

Revenue was $71.6 million for the quarter ended June 30, 2026, representing a 22% increase from the second quarter in the prior year. Excluding revenue recognized under the Genentech Agreement, which did not generate revenue in the quarter ended June 30, 2026, revenue for the current quarter increased 30% from the second quarter in the prior year. MRD revenue was $66.2 million for the quarter, representing a 33% increase from the second quarter in the prior year. Immune Medicine revenue was $5.4 million for the quarter, representing a 40% decrease from the second quarter in the prior year. Excluding revenue generated from the Genentech Agreement, Immune Medicine revenue for the quarter ended June 30, 2026 increased 8% from the second quarter in the prior year.

Operating expenses for the second quarter of 2026 were $87.3 million, compared to $83.9 million in the second quarter of the prior year, representing an increase of 4%.

Interest and other income, net was $2.3 million for the second quarter of 2026, compared to $2.4 million in the second quarter of the prior year. Interest expense was $2.7 million for the second quarter of 2026, compared to $2.9 million in the second quarter of the prior year.

Net loss was $39.9 million for the second quarter of 2026, compared to $25.6 million for the same period in 2025. Excluding the loss recognized on the settlement of the OrbiMed Purchase Agreement, net loss was $16.2 million for the second quarter of 2026. Excluding revenue generated from the Genentech Agreement, net loss was $29.5 million for the second quarter of 2025.

Adjusted EBITDA (non-GAAP) was a loss of $0.7 million for the second quarter of 2026, compared to a loss of $7.2 million for the second quarter of the prior year. Excluding revenue generated from the Genentech Agreement, Adjusted EBITDA was a loss of $11.1 million for the second quarter of 2025.

Cash, cash equivalents and marketable securities was $371.7 million as of June 30, 2026, inclusive of $15.1 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 $268 million and $278 million, updated from the previous range between $260 million and $270 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 $355 million, updated from the previous range 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 second quarter 2026 financial results after market close on Wednesday, July 29, 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, share-based compensation expense and revenue interest liability extinguishment loss. 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 income and 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, reductions in workforce and our revenue interest liability extinguishment loss.

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 June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenue

71,553

58,879

142,427

111,322

Operating expenses

Cost of revenue

20,165

17,999

38,873

34,978

Research and development

19,153

24,134

42,776

48,337

Sales and marketing

26,414

23,573

52,760

46,620

General and administrative

21,168

17,786

42,152

35,185

Amortization of intangible assets

423

842

Total operating expenses

87,323

83,915

177,403

165,962

Loss from operations

(15,770

)

(25,036

)

(34,976

)

(54,640

)

Interest and other income, net

2,256

2,391

4,336

5,070

Interest expense

(2,694

)

(2,948

)

(5,583

)

(5,853

)

Loss on revenue interest liability extinguishment

(23,733

)

—

(23,733

)

—

Net loss

(39,941

)

(25,593

)

(59,956

)

(55,423

)

Add: Net loss (income) attributable to noncontrolling interest

153

(21

)

135

(43

)

Net loss attributable to Adaptive Biotechnologies Corporation

(39,788

)

(25,614

)

(59,821

)

(55,466

)

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

(0.25

)

(0.17

)

(0.38

)

(0.37

)

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

159,855,257

152,082,284

157,700,126

150,646,632

Adaptive Biotechnologies

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

June 30, 2026

December 31, 2025

(unaudited)

Assets

Current assets

Cash and cash equivalents

169,873

70,495

Short-term marketable securities (amortized cost of $174,510 and $156,246, respectively)

174,382

156,485

Accounts receivable, net

49,513

50,365

Inventory

10,497

9,820

Prepaid expenses and other current assets

16,298

13,020

Total current assets

420,563

300,185

Long-term assets

Property and equipment, net

29,451

34,107

Operating lease right-of-use assets

39,122

40,616

Long-term marketable securities (amortized cost of $27,564 and $13,220, respectively)

27,480

13,234

Restricted cash

2,728

2,689

Intangible assets, net

884

1,726

Goodwill

118,972

Other assets

1,478

1,207

Total assets

640,678

512,736

Liabilities and shareholders’ equity

Current liabilities

Accounts payable

5,241

6,467

Accrued liabilities

10,651

7,700

Accrued compensation and benefits

9,742

16,992

Current portion of operating lease liabilities

8,823

8,920

Current portion of deferred revenue

53,255

45,194

Current portion of revenue interest liability, net

—

4,642

Total current liabilities

87,712

89,915

Long-term liabilities

Operating lease liabilities, less current portion

66,800

70,228

Deferred revenue, less current portion

608

1,006

Revenue interest liability, net, less current portion

—

126,566

Convertible senior notes, net

334,876

—

Other long-term liabilities

Total liabilities

490,016

287,735

Commitments and contingencies

Shareholders’ equity

Preferred stock: $0.0001 par value, 10,000,000 shares authorized at June 30, 2026 and December 31, 2025; no shares issued and outstanding at June 30, 2026 and December 31, 2025

—

Common stock: $0.0001 par value, 340,000,000 shares authorized at June 30, 2026 and December 31, 2025; 159,059,622 and 153,779,418 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

1,566,254

1,581,848

Accumulated other comprehensive (loss) gain

(212

)

253

Accumulated deficit

(1,423,144

)

(1,363,323

)

Total Adaptive Biotechnologies Corporation shareholders’ equity

142,914

218,793

Noncontrolling interest

7,748

6,208

Total shareholders’ equity

150,662

225,001

Total liabilities and shareholders’ equity

640,678

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 June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net loss attributable to Adaptive Biotechnologies Corporation

(39,788

)

(25,614

)

(59,821

)

(55,466

)

Interest and other income, net

(2,256

)

(2,391

)

(4,336

)

(5,070

)

Interest expense

2,694

2,948

5,583

5,853

Depreciation and amortization expense

3,695

4,502

7,532

9,233

Impairment of long-lived assets

—

347

—

Restructuring expense

—

720

—

Share-based compensation expense

11,119

13,359

23,047

25,506

Loss on revenue interest liability extinguishment

23,733

—

23,733

—

Adjusted EBITDA

(726

)

(7,196

)

(3,195

)

(19,944

)

Segment Information (Including Segment Adjusted EBITDA)

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

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

MRD:

Revenue

66,168

49,938

133,261

93,659

Adjusted EBITDA

9,116

1,912

21,254

(2,199

)

Reconciliation of Net Income (Loss) to Adjusted EBITDA:

Net income (loss)

382

(7,180

)

3,744

(19,418

)

Depreciation and amortization expense

2,409

2,455

4,790

5,118

Impairment of long-lived assets

—

Restructuring expense

—

325

—

Share-based compensation expense

6,248

6,637

12,395

12,101

Adjusted EBITDA

9,116

1,912

21,254

(2,199

)

Immune Medicine(1):

Revenue

5,385

8,941

9,166

17,663

Adjusted EBITDA

(6,269

)

(5,721

)

(16,629

)

(10,827

)

Reconciliation of Net Loss to Adjusted EBITDA:

Net loss

(10,055

)

(11,770

)

(25,984

)

(22,689

)

Depreciation and amortization expense

826

1,585

1,831

3,208

Impairment of long-lived assets

—

347

—

Restructuring expense

—

395

—

Share-based compensation expense

2,960

4,464

6,782

8,654

Adjusted EBITDA

(6,269

)

(5,721

)

(16,629

)

(10,827

)

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

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duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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dei_LocalPhoneNumber

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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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 pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Namespace Prefix:

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Balance Type:

Period Type:

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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 pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Name:

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Namespace Prefix:

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Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

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Namespace Prefix:

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Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

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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 soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- 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

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