{"filing":{"accession_number":"0001193125-26-277516","cik":"0001478320","ticker":"ADPT","company_name":"Adaptive Biotechnologies Corp","form":"8-K","filing_date":"2026-06-22","report_date":null,"primary_document":"d28937d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1478320/000119312526277516/d28937d8k.htm"},"events":[{"id":12745,"run_id":11306,"accession_number":"0001193125-26-277516","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.96,"summary":"Adaptive Biotechnologies issued $345 million in aggregate principal amount of 0% Convertible Senior Notes due 2031 on June 22, 2026, with conversion mechanics, redemption provisions, and specified use of proceeds including $156.9 million to repay the OrbiMed Purchase Agreement, $25.6 million for capped call costs, $25.0 million for share repurchases, and remainder for general corporate purposes.","company_name":"Adaptive Biotechnologies Corp","ticker":"ADPT","filing_date":"2026-06-22","form":"8-K","submitted_at":null,"items":[{"id":9680,"accession_number":"0001193125-26-277516","item_number":"1.01","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.98,"reasoning":"Adaptive Biotechnologies issued $345 million in aggregate principal amount of 0% Convertible Senior Notes due 2031 on June 22, 2026, creating a new direct financial obligation. The filing discloses the full terms of the indenture, conversion mechanics, redemption provisions, and use of proceeds ($156.9 million to repay the OrbiMed Purchase Agreement, $25.6 million for capped call costs, $25.0 million for share repurchases, and remainder for general corporate purposes). This is a material debt issuance under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T20:49:11.231569+00:00","company_name":"","ticker":null,"filing_date":""},{"id":9681,"accession_number":"0001193125-26-277516","item_number":"1.02","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The primary disclosed event is the termination of the OrbiMed Purchase Agreement through full repayment using $156.9 million of proceeds from a $300 million convertible senior notes offering. While Item 1.02 covers termination of material agreements, the substance of the disclosure centers on the issuance of new debt (the convertible notes) and use of those proceeds to retire an existing revenue interest obligation. The convertible notes offering is material and represents the company's principal financing action, making debt_issuance the most salient classification, though the termination of the OrbiMed agreement is also significant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T20:49:11.231569+00:00","company_name":"","ticker":null,"filing_date":""},{"id":9682,"accession_number":"0001193125-26-277516","item_number":"2.03","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Adaptive Biotechnologies priced and is issuing $300 million aggregate principal amount of 0% convertible senior notes due 2031, with an option for initial purchasers to purchase an additional $45 million. This is a creation of a direct financial obligation—a new debt instrument—disclosed under Item 2.03. The convertible notes are senior, unsecured obligations with specified maturity, conversion, and redemption terms, representing a material capital-raising transaction for the company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T20:49:11.231569+00:00","company_name":"","ticker":null,"filing_date":""},{"id":9684,"accession_number":"0001193125-26-277516","item_number":"8.01","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the pricing of a $300 million convertible senior notes offering (upsized from $250 million), scheduled to settle on June 22, 2026. This is a material creation of a direct financial obligation. While the notes are convertible into common stock, the primary event is the issuance of debt securities, making debt_issuance the most appropriate classification. The company explicitly states intended use of proceeds including repayment of the OrbiMed Purchase Agreement, capped call costs, share repurchases, and general corporate purposes.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T20:49:11.231569+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":12746,"run_id":11306,"accession_number":"0001193125-26-277516","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Adaptive Biotechnologies issued $300 million of convertible senior notes in a private placement to qualified institutional buyers under Rule 144A, with up to 20,034,840 shares of common stock potentially issuable upon conversion, representing a dilutive unregistered equity issuance.","company_name":"Adaptive Biotechnologies Corp","ticker":"ADPT","filing_date":"2026-06-22","form":"8-K","submitted_at":null,"items":[{"id":9683,"accession_number":"0001193125-26-277516","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Adaptive Biotechnologies issued $300 million of convertible senior notes in a private placement to qualified institutional buyers under Rule 144A, with up to 20,034,840 shares of common stock potentially issuable upon conversion. The notes were issued in reliance on Section 4(a)(2) of the Securities Act (private placement exemption), and the underlying common stock conversion shares would be issued under Section 3(a)(9). This is a classic dilutive issuance—unregistered equity securities with significant conversion potential that will dilute existing shareholders, particularly given the company's concurrent $25 million share repurchase and capped call hedging strategy designed to mitigate dilution risk.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T20:49:11.231569+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":9680,"accession_number":"0001193125-26-277516","item_number":"1.01","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.98,"reasoning":"Adaptive Biotechnologies issued $345 million in aggregate principal amount of 0% Convertible Senior Notes due 2031 on June 22, 2026, creating a new direct financial obligation. The filing discloses the full terms of the indenture, conversion mechanics, redemption provisions, and use of proceeds ($156.9 million to repay the OrbiMed Purchase Agreement, $25.6 million for capped call costs, $25.0 million for share repurchases, and remainder for general corporate purposes). This is a material debt issuance under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T20:49:11.231569+00:00","company_name":"Adaptive Biotechnologies Corp","ticker":"ADPT","filing_date":"2026-06-22"},{"id":9681,"accession_number":"0001193125-26-277516","item_number":"1.02","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The primary disclosed event is the termination of the OrbiMed Purchase Agreement through full repayment using $156.9 million of proceeds from a $300 million convertible senior notes offering. While Item 1.02 covers termination of material agreements, the substance of the disclosure centers on the issuance of new debt (the convertible notes) and use of those proceeds to retire an existing revenue interest obligation. The convertible notes offering is material and represents the company's principal financing action, making debt_issuance the most salient classification, though the termination of the OrbiMed agreement is also significant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T20:49:11.231569+00:00","company_name":"Adaptive Biotechnologies Corp","ticker":"ADPT","filing_date":"2026-06-22"},{"id":9682,"accession_number":"0001193125-26-277516","item_number":"2.03","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Adaptive Biotechnologies priced and is issuing $300 million aggregate principal amount of 0% convertible senior notes due 2031, with an option for initial purchasers to purchase an additional $45 million. This is a creation of a direct financial obligation—a new debt instrument—disclosed under Item 2.03. The convertible notes are senior, unsecured obligations with specified maturity, conversion, and redemption terms, representing a material capital-raising transaction for the company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T20:49:11.231569+00:00","company_name":"Adaptive Biotechnologies Corp","ticker":"ADPT","filing_date":"2026-06-22"},{"id":9683,"accession_number":"0001193125-26-277516","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Adaptive Biotechnologies issued $300 million of convertible senior notes in a private placement to qualified institutional buyers under Rule 144A, with up to 20,034,840 shares of common stock potentially issuable upon conversion. The notes were issued in reliance on Section 4(a)(2) of the Securities Act (private placement exemption), and the underlying common stock conversion shares would be issued under Section 3(a)(9). This is a classic dilutive issuance—unregistered equity securities with significant conversion potential that will dilute existing shareholders, particularly given the company's concurrent $25 million share repurchase and capped call hedging strategy designed to mitigate dilution risk.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T20:49:11.231569+00:00","company_name":"Adaptive Biotechnologies Corp","ticker":"ADPT","filing_date":"2026-06-22"},{"id":9684,"accession_number":"0001193125-26-277516","item_number":"8.01","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the pricing of a $300 million convertible senior notes offering (upsized from $250 million), scheduled to settle on June 22, 2026. This is a material creation of a direct financial obligation. While the notes are convertible into common stock, the primary event is the issuance of debt securities, making debt_issuance the most appropriate classification. The company explicitly states intended use of proceeds including repayment of the OrbiMed Purchase Agreement, capped call costs, share repurchases, and general corporate purposes.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T20:49:11.231569+00:00","company_name":"Adaptive Biotechnologies Corp","ticker":"ADPT","filing_date":"2026-06-22"}]}