Adaptive Biotechnologies Corporation priced an upsized $300 million aggregate principal amount of 0% convertible senior notes due 2031 in a private offering to qualified institutional buyers. The offering size increased from the previously announced $250 million. The company expects to use the net proceeds to repay the OrbiMed Purchase Agreement, fund capped call transactions, and repurchase $25 million of common stock to reduce potential dilution. Remaining capital will be allocated for general corporate purposes and opportunistic initiatives in the Minimal Residual Disease (MRD) business. The issuance and sale of the notes are scheduled to settle on June 22, 2026, subject to customary closing conditions.

The notes are senior, unsecured obligations that do not bear regular interest and will not accrete. They mature on July 1, 2031, unless earlier repurchased, redeemed, or converted. Adaptive Biotechnologies granted initial purchasers an option to purchase up to an additional $45 million aggregate principal amount of notes within 13 days of issuance. The initial conversion rate is 41.48 shares of common stock per $1,000 principal amount, representing an initial conversion price of approximately $24.11 per share, a 40% premium over the last reported sale price of $17.22 on June 16, 2026.

Adaptive Biotechnologies may redeem the notes for cash on or after July 1, 2029, if the last reported sale price per share exceeds 130% of the conversion price for a specified period. Notes are also redeemable if the outstanding principal is less than 15% of the initially issued amount. Noteholders may require repurchase for cash if a "fundamental change" occurs.

In connection with the offering, Adaptive Biotechnologies entered into capped call transactions with a cap price of $34.44 per share, representing a 100% premium over the last reported sale price. These transactions are expected to reduce potential dilution upon conversion. J. Wood Capital Advisors LLC, the company's financial advisor, agreed to purchase approximately $10 million of common stock concurrently with the offering.

The offer and sale of the notes have not been registered under the Securities Act of 1933. This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes in any jurisdiction where such offer would be unlawful.