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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Adaptive Biotechnologies Corporation

(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 the appropriate box):

April 24, 2026

Dear Adaptive Biotechnologies Corporation Shareholder:

You are cordially invited to the Adaptive Biotechnologies Corporation 2026 Annual Meeting of Shareholders (the “Annual Meeting”). The attached proxy is solicited on behalf of the board of directors of Adaptive Biotechnologies Corporation for use at the Annual Meeting to be held on Friday, June 5, 2026, at 9:00 a.m., Pacific Time, or at any continuation, adjournment or postponement thereof, for the purposes set forth in the accompanying proxy statement, Notice of Annual Meeting of Shareholders (the “Notice”) and form of proxy. The Annual Meeting will be held entirely via the Internet, broadcast from our corporate headquarters at 1165 Eastlake Avenue East, Seattle, Washington 98109.

To be admitted to the Annual Meeting, you must register prior to Wednesday, June 3, 2026, at 5:00 p.m., Pacific Time at www.proxydocs.com/ADPT and enter the control number found on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials you previously received. You may attend the meeting, vote your shares and submit questions electronically during the meeting via live webcast by registering at www.proxydocs.com/ADPT. You must also follow subsequent instructions you may receive by electronic mail thereafter. You may vote during the Annual Meeting by following the instructions available in the meeting access email. At the Annual Meeting, you will be asked to elect two Class I directors to our board of directors, to approve, on an advisory basis, the 2025 compensation of our named executive officers and to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026. The accompanying proxy materials describe these matters.

We have elected to provide access to our proxy materials on the Internet under the Securities and Exchange Commission’s “notice and access” rules. Our proxy materials are available at www.proxydocs.com/ADPT. We are mailing a Notice of Internet Availability of Proxy Materials on or about April 24, 2026, which provides instructions on how to access our proxy materials and our 2025 Annual Report on the Internet. Please read our proxy materials and our 2025 Annual Report carefully before submitting your proxy.

It is important that your shares are represented and voted at the Annual Meeting. You may vote on the Internet or by telephone as instructed in the Notice of Internet Availability of Proxy Materials or, if you are receiving a paper copy of the proxy materials, complete, sign and date the enclosed proxy card and return it in the enclosed envelope as soon as possible.

We thank you for your support and participation.

Sincerely,

Chad Robins

Chairman, Co-Founder and Chief Executive Officer

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 5, 2026

To the Shareholders of Adaptive Biotechnologies Corporation:

The attached proxy is solicited on behalf of the board of directors of Adaptive Biotechnologies Corporation for use at the Annual Meeting of Shareholders to be held on June 5, 2026, at 9:00 a.m., Pacific Time (the “Annual Meeting”), or at any continuation, adjournment or postponement thereof, for the purposes set forth below and in the accompanying proxy statement. The Annual Meeting will be held entirely via the Internet. Shareholders may participate in the Annual Meeting by registering at the following website: www.proxydocs.com/ADPT. You will need the control number included on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials for the following purposes:

We know of no other matters to come before the Annual Meeting. Only shareholders of record of our common stock at the close of business on April 7, 2026 are entitled to notice of and to vote at the Annual Meeting or at any postponements or adjournments thereof. For ten days prior to the meeting, a complete list of the shareholders entitled to vote at the meeting will be available for examination by any shareholder for any purpose germane to the meeting during ordinary business hours at our executive offices located at 1165 Eastlake Avenue East, Seattle, Washington 98109.

YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR SHARES VIA THE INTERNET, THROUGH OUR TOLL-FREE TELEPHONE NUMBER (866-390-5390) OR BY SIGNING, DATING AND PROMPTLY RETURNING YOUR COMPLETED PROXY CARD. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2026: THIS PROXY STATEMENT, THE NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND THE ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYDOCS.COM/ADPT.

By order of the board of directors,

Clarice McCauley

Vice President, Head of Legal, Corporate Secretary and Chief Compliance Officer

April 24, 2026

Table of Contents

PROXY STATEMENT

INFORMATION CONCERNING VOTING AND SOLICITATION

General

Your proxy is solicited on behalf of the board of directors of Adaptive Biotechnologies Corporation (“Adaptive,” the “Company,” “we,” “us” or “our”), a Washington corporation, for use at our 2026 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Friday, June 5, 2026, at 9:00 a.m., Pacific Time, or at any continuation, postponement or adjournment thereof, for the purposes discussed in this proxy statement, as well as any business properly brought before the Annual Meeting. Proxies are solicited to give all shareholders of record an opportunity to vote on matters properly presented at the Annual Meeting. The Annual Meeting will be held entirely via the Internet. To be admitted to and participate in the Annual Meeting, you must register prior to Wednesday, June 3, 2026, 5:00 p.m., Pacific Time at www.proxydocs.com/ADPT and enter the control number found on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials you previously received. Upon completing your registration, you will receive further instructions via email one hour prior to the start of the Annual Meeting, including your unique link that will allow you access to the Annual Meeting. You will have the ability to submit questions prior to and during the Annual Meeting. Please be sure to follow instructions found on your proxy card and/or Voting Authorization Form and subsequent instructions that will be delivered to you via email.

Technical assistance will be available one hour prior to and during the Annual Meeting. Information related to technical assistance will be provided in the email with the sign-in instructions. We recommend that you log in at least 15 minutes before the Annual Meeting to ensure you are logged in when the Annual Meeting starts. You may vote during the Annual Meeting by following the instructions available in the meeting access email.

We have elected to provide access to our proxy materials over the Internet. Accordingly, on or about April 24, 2026, we are mailing a Notice of Internet Availability of Proxy Materials to most of our shareholders of record and we are mailing paper copies of the proxy materials to certain other shareholders of record. All shareholders will have the ability to access the proxy materials on the website referred to in the notice or request to receive a printed set of the proxy materials. You can find instructions on how to request a printed copy by mail or electronically on the notice and on the website referred to in the notice, including an option to request paper copies on an ongoing basis. We intend to mail this proxy statement, together with a proxy card, to those shareholders entitled to vote at the Annual Meeting who have properly requested paper copies of such materials, within three business days of such request.

Availability of Proxy Materials for the 2026 Annual Meeting

This proxy statement and our 2025 Annual Report are available at www.proxydocs.com/ADPT. This website address contains: the Notice of Annual Meeting of Shareholders, the proxy statement and the 2025 Annual Report. You are encouraged to access and review all of the important information contained in the proxy materials before voting.

Who Can Vote, Outstanding Shares

Record holders of our common stock as of the close of business on April 7, 2026, the record date for the Annual Meeting (the “Record Date”), are entitled to vote at the Annual Meeting on all matters to be voted upon. As of the Record Date, there were 159,760,669 shares of our common stock outstanding. On each matter presented to our shareholders for vote, the holders of common stock are entitled to one vote per share held as of the Record Date.

Voting of Shares

You may vote by attending the Annual Meeting and voting via the Internet, via our toll-free telephone number at 866-390-5390 or by submitting a proxy. The method of voting by proxy differs (1) depending on whether you are viewing this proxy statement on the Internet or receiving a paper copy and (2) for shares held as a record holder and shares held in “street name.” If you are a shareholder of record on the Record Date, you can participate in the Annual Meeting online at www.proxydocs.com/ADPT and vote your shares during the Annual Meeting.

Record Holder. If you hold your shares of common stock as a record holder and you are viewing this proxy statement on the Internet, you may vote by submitting a proxy over the Internet by following the instructions on the website referred to in the Notice of Internet Availability of Proxy Materials previously mailed to you. If you hold your shares of common stock as a record holder and you are reviewing a paper copy of this proxy statement, you may vote your shares by completing, dating and signing the proxy card that was included with the proxy statement and promptly returning it in the preaddressed, postage-paid envelope provided to you, or by submitting a proxy over the Internet or by telephone by following the instructions on the proxy card.

Hold in Street Name. If you hold your shares of common stock in street name, which means your shares are held of record by a broker, bank or other nominee, you will receive a notice from your broker, bank or other nominee that includes instructions on how to vote your shares. Your broker, bank or other nominee will allow you to deliver your voting instructions over the Internet and may also permit you to vote by telephone. In addition, you may request paper copies of the proxy statement and proxy card from your broker by following the instructions on the notice provided by your broker.

General. If you vote through these facilities, you should be aware that you may incur costs such as usage charges from telephone companies or Internet service providers and that these costs must be borne by you. If you vote through these facilities, then you need not return a written proxy card by mail. The cost of soliciting proxies will be borne by us. We may reimburse banks and brokers and other persons representing beneficial owners for their reasonable out-of-pocket costs. We may use the services of our officers, directors and others to solicit proxies, personally or by telephone, facsimile or electronic mail, without additional compensation.

YOUR VOTE IS VERY IMPORTANT. You should submit your proxy even if you plan to attend the Annual Meeting via the Internet. If you are a shareholder of record on the Record Date, you can participate in the Annual Meeting online at www.proxydocs.com/ADPT and vote your shares during the Annual Meeting. If you properly give your proxy and submit it to us in time to vote, one of the individuals named as your proxy will vote your shares as you have directed.

All shares entitled to vote and represented by properly submitted proxies (including those submitted electronically, telephonically and in writing), and not revoked or superseded, will be voted at the Annual Meeting in accordance with the instructions indicated on those proxies. If no direction is indicated on a proxy, your shares will be voted as follows:

The proxy gives each of Chad Robins, Kyle Piskel and Clarice McCauley discretionary authority to vote your shares in accordance with their best judgment with respect to all additional matters that might come before the Annual Meeting. If you receive more than one proxy card or Notice of Internet Availability of Proxy Materials, it means you hold shares that are registered in more than one account. To ensure that all of your shares are voted, sign and return each proxy card or, if you submit a proxy by telephone or the Internet, submit one proxy for each proxy card or Notice of Internet Availability of Proxy Materials you receive.

Revocation of Proxy

If you are a shareholder of record, you may revoke your proxy at any time before your proxy is voted at the Annual Meeting by taking any of the following actions:

Written notices of revocation and other communications with respect to the revocation of Company proxies should be addressed to:

Adaptive Biotechnologies Corporation

1165 Eastlake Avenue East

Seattle, WA 98109

Attention: Head of Legal and Corporate Secretary

If your shares are held in “street name,” you may change your vote by submitting new voting instructions to your broker, bank or other nominee. You must contact your broker, bank or other nominee to find out how to do so. See below regarding how to vote live if your shares are held in street name.

Attendance at the Annual Meeting

We are excited to once again hold a virtual-only meeting. Based on our experience in prior years, this format provides broad shareholder access to our meeting, allowing all shareholders with Internet connectivity to have a consistent experience regardless of location, ability to travel or similar factors, while saving us and our shareholders time and travel expenses, and, importantly, reducing our environmental impact. We have paid special attention to the meeting platform features, which provide shareholders the opportunity to vote, ask questions and otherwise participate in the meeting in a manner similar to—and in some ways superior to— traditional in-person shareholder meetings, and have found it also reduces costs. The format is particularly useful when practical limitations on in-person interaction limit shareholder engagement and participation.

If you are the record holder of your shares, you may attend the meeting by registering at the following website: www.proxydocs.com/ADPT. To participate in the Annual Meeting, you will need the control number included on the Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials. We refer to attending the meeting through this website as attendance “via Internet,” and it is considered the same as attendance in person for all corporate purposes.

If your shares are held in “street name,” in the name of a broker, trustee or other nominee, you may change your vote by submitting new voting instructions to your broker, trustee or other nominee, or, if you have obtained a legal proxy from your broker or other nominee giving you the right to vote your shares, by attending the meeting and voting via the Internet.

Broker Non-Votes

Brokers or other nominees who hold shares of common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners.

However, brokers are not allowed to exercise their voting discretion with respect to the election of directors or for the approval of other matters that are considered “non-routine” matters without specific voting instructions from the beneficial owner. These non-voted shares are referred to as “broker non-votes.” If your broker holds your common stock in “street name,” your broker will vote your shares on “non-routine” proposals only if you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker with this proxy statement.

Only Proposal No. 3 (ratifying the appointment of our independent registered public accounting firm) is considered a routine matter. Proposals No. 1 (election of directors) and No. 2 (Say-on-Pay) are not considered routine matters, and without your instruction, your broker cannot vote your shares for those proposals.

Quorum and Votes Required

The inspector of elections appointed for the Annual Meeting will tabulate votes cast by proxy or live via Internet at the Annual Meeting. The inspector of elections will also determine whether a quorum is present. In order to constitute a quorum for the conduct of business at the Annual Meeting, a majority of the votes entitled to be cast must be represented in person (via Internet) or by proxy at the Annual Meeting. Shares that abstain from voting on any proposal, or that are represented by broker non-votes, will be treated as shares that are present and entitled to vote at the Annual Meeting for purposes of determining whether a quorum is present.

Proposal No. 1: Election of Directors. A plurality of the votes cast in the election of directors at the Annual Meeting is required for the election of directors. Accordingly, the Class I director nominees receiving the highest number of votes will be elected. Abstentions, “withhold” votes and broker non-votes will have no effect on the outcome of the election of directors. Shareholders are not permitted to cumulate votes with respect to the election of directors.

Proposal No. 2: Say-on-Pay Vote. We will consider the advisory approval of the compensation of our named executive officers to have been obtained if the number of votes cast for the proposal at the Annual Meeting exceeds the number of votes against the proposal. Because abstentions and broker non-votes are neither votes for or against the proposal, they will have no effect on the outcome of the vote. This vote is advisory and not binding on us, our board of directors or our compensation and human capital committee.

Proposal No. 3: Ratification of Independent Registered Public Accounting Firm. The number of votes for must exceed the number of votes against in order to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm. Abstentions are considered to be votes not cast on this proposal and thus will have no effect. Brokers generally have discretionary authority to vote on the ratification of our independent registered public accounting firm, thus broker non-votes are not expected to result from the vote on Proposal No. 3.

In their discretion, the proxy holders named in the proxy are authorized to vote on any other matters that may properly come before the Annual Meeting and at any continuation, postponement or adjournment thereof. The board of directors knows of no other items of business that will be presented for consideration at the Annual Meeting other than those described in this proxy statement. In addition, no shareholder proposal or nomination was received on a timely basis, so no such matters may be brought to a vote at the Annual Meeting.

Solicitation of Proxies

Our board of directors is soliciting proxies for the Annual Meeting from our shareholders. We will bear the entire cost of soliciting proxies from our shareholders. In addition to the solicitation of proxies by delivery of the Notice of Internet Availability of Proxy Materials or proxy statement by mail, we will request that brokers, banks and other nominees that hold shares of our common stock, which are beneficially owned by our shareholders, send Notices of Internet Availability of Proxy Materials, proxies and proxy materials to those beneficial owners and secure those beneficial owners’ voting instructions. We will reimburse those record holders for their reasonable expenses. We do not intend to hire a proxy solicitor to assist in the solicitation of proxies. We may use several of our regular employees, who will not be specially compensated, to solicit proxies from our shareholders, either personally or by telephone, Internet, facsimile or special delivery letter.

Communicating with our Board of Directors

Shareholders who wish to communicate with our board of directors or specific individual directors may do so by letter sent to our principal executive offices, addressed to the attention of our Corporate Secretary. Our Corporate Secretary reviews all communications and forwards them to the intended recipient(s) consistent with a screening policy, which provides that sales materials, routine items and items unrelated to the duties and responsibilities of the board of directors are not relayed to directors.

Shareholder Recommendations for Director Nominees

In evaluating potential director nominees, our nominating and corporate governance committee will consider director candidates recommended by our shareholders, provided such recommendations are validly made by our shareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”) and our Bylaws. Shareholders who wish to recommend a candidate to our nominating and corporate governance committee for consideration for nomination should send to us, at our principal executive offices, information regarding the candidate.

Shareholder List

A list of shareholders eligible to vote at the Annual Meeting will be available for inspection, for any purpose germane to the Annual Meeting, at our principal executive offices during regular business hours for a period of no less than ten days prior to the Annual Meeting. Information required to gain access to the list of shareholders eligible will also be provided upon request during the same time period.

Forward-Looking Statements

This proxy statement contains “forward-looking statements” (as defined in the Private Securities Litigation Reform Act of 1995). These statements are based on our current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding actions to be taken by us. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Forward-looking statements should be evaluated together with the many uncertainties that affect our business, particularly those mentioned in the Risk Factors section in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, and our periodic reports on Form 10-Q as well as our current reports on Form 8-K.

2025 COMPANY HIGHLIGHTS

Selected 2025 Corporate Performance Highlights

Summary of Performance

In 2025, our revenue was $277.0 million, compared to $179.0 million in 2024. The increase was primarily driven by the minimal residual disease (“MRD”) business, which grew $66.8 million. In 2025, net cash used in operations was $46.0 million, as compared to $95.2 million in 2024, representing a reduction of 52%. As of December 31, 2025, cash, cash equivalents and marketable securities was $227.2 million, excluding $13.1 million of cash held by Digital Biotechnologies, Inc.

Selected 2025 Results

MRD Business Highlights

Immune Medicine Business Highlights

Selected Operational Highlights

Environmental Stewardship

We are committed to operating in an environmentally responsible and efficient manner to minimize adverse impacts on the environment and support long-term value creation for our stakeholders. In 2025, Adaptive voluntarily submitted to the Carbon Disclosure Project (“CDP”), a global environmental impact non-profit that provides a platform for companies and cities to report information on their climate, water and deforestation impacts, and we received a B rating in climate. Additionally, Adaptive received a Silver rating through Ecovadis, a provider of business sustainability ratings.

Adaptive’s leased corporate headquarters is LEED (Leadership in Energy and Environmental Design) certified. As part of our AdaptiGREEN initiative at our corporate headquarters, we have implemented a variety of composting and recycling programs. Our biohazard waste is destroyed by incineration, and the energy generated is captured and used to heat homes on the west coast. Our laboratories reduce energy consumption by utilizing a “night set back” function, which reduces the number of air changes per hour and the flow of ventilation in our fume hoods at night.

We expect our suppliers to operate in an environmentally responsible and efficient manner. Our Supplier Code of Conduct requires suppliers to comply with all applicable environmental regulations; to have systems in place to ensure safe handling, movement, storage, recycling, reuse or management of waste, air emissions and wastewater discharges; and to have systems in place to prevent and mitigate accidental spills and releases of fuels, raw materials, chemicals, intermediates, products and other hazardous materials to the environment.

Our People

Our employees, internally referred to as “Adapters,” are passionate about immune medicine, empowered by scientific discipline and fueled by our foresight and curiosity about the adaptive immune system. As of December 31, 2025, we had 624 full-time employees of which 94 hold medical or doctoral degrees. None of our employees are subject to a collective bargaining agreement and we have not experienced any work stoppages. We believe relations with our employees are good. We continually strive to maintain a culture of excellence and empathy. We believe Adapters can be their best when they can be themselves, and we celebrate what everyone brings to the table.

Compensation and Benefits

We strive to provide compensation, benefits and incentives that will both attract and retain talented employees. Our total rewards package includes market-competitive base pay, performance-based short-term incentives, health care, retirement benefits, paid time off, family leave, and access to a variety of health and wellness resources. Additionally, we offer employees recurring equity grants to reinforce a sense of “shared ownership, shared success.”

Employee Development and Training

We prioritize employee development and training and have established programs to support a culture of employee growth. Our Adaptive Leadership Council provides senior employees with access to, and a voice in, management decisions.

Product Safety

We are committed to ensuring that our products are manufactured and supplied at high standards of quality. Our manufacturing operations are conducted in compliance with applicable regulatory requirements, Good Clinical Laboratory Practices and our own internal rigorous quality standards. We also require that our suppliers and partners adhere to high standards, and we conduct audits and oversight of our supply chain.

In addition, it is our policy to comply with all applicable drug, medical device, diagnostic, clinical laboratory and research laws and regulations, including Food and Drug Administration registration, notification, and/or approval, marketing and sales, research and manufacturing requirements, such as Good Laboratory Practices, Good Manufacturing Practices and Good Clinical Practices, as applicable. We also comply with Clinical Laboratory Improvement Amendments of 1988 requirements and related regulations for clinical laboratory testing, where applicable.

CORPORATE GOVERNANCE

Our Board

Our continuing directors and their respective ages (as of April 15, 2026) and class designations are as follows:

Our Criteria for Board Nomination and Service

Our criteria for board membership include specific measures for determining whether a director will be able to devote sufficient time and effort to the role, including consideration of the potential impact of service on other public company boards. This determination is made at the time of nomination and as appropriate during a director’s service on our board if their circumstances change, recognizing that the ability to fully engage in multiple activities will vary depending on the director and the activities.

In that respect, our criteria relating to devotion of time and effort to the Company board include:

In addition, our criteria also currently address the question of what levels of service on other companies’ boards will be considered permissible for our board of directors as follows:

In addition, the nominating and corporate governance committee considers individual qualifications, including relevant career experience, strength of character, maturity of judgment and familiarity with our business and industry, as well as all other factors it considers appropriate for all board nominations, whether made by shareholders or others.

The following skills and experiences were considered by the nominating and corporate governance committee in nominating our continuing non-employee directors:

All board members have global expansion and distribution experience, as well as high level strategic corporate development knowledge.

While we do not have a formal policy on diversity for members of the board of directors, the nominating and corporate governance committee values and, as reasonable, acts on the need for a variety of skills, experiences, viewpoints and characteristics when considering new candidates.

Family Relationships

Chad Robins, our Chief Executive Officer and Chairman of our board of directors, is the brother of Dr. Harlan Robins, our Chief Scientific Officer. There are no other family relationships among any of our directors or executive officers.

Board Leadership Structure

Our board of directors has concluded that our current board leadership structure is appropriate for Adaptive’s needs at this time. Our board of directors continues to believe that the combined role of chairperson and chief executive officer promotes united leadership and direction and provides management a clear focus to execute our strategy and business plans. As Chief Executive Officer, Mr. Robins is best suited to ensure that critical business issues are brought before our board of directors, which enhances our board of directors’ ability to develop and implement business strategies.

In his role as lead independent director, Mr. Neupert presides over the independent director sessions of our board of directors in which Mr. Robins, as our Chief Executive Officer, does not participate and serves as a liaison to management on behalf of the non-employee members of our board of directors. Mr. Neupert has been on our board of directors since December 2013, is an independent director who serves on our compensation and human capital committee, audit committee and our nominating and corporate governance committee, has been an executive officer of public companies, and has meaningful experience as an independent director for other public companies. Accordingly, we believe Mr. Neupert provides a strong voice for our independent directors.

All directors are encouraged to suggest the inclusion of agenda items and meeting materials, and any director is free to raise at any board meeting items that are not on the agenda for that meeting.

Our non-employee directors regularly meet in executive sessions without the presence of any members of management. The lead independent director presides at these meetings and provides the guidance and feedback of our non-employee directors to our Chairman and management team.

Our board of directors, as a whole, has responsibility for risk oversight, and each committee of our board of directors oversees and reviews risk in areas that are relevant to it, including: (1) for the compensation and human capital committee, risks associated with our compensation arrangements and policies; (2) for the nominating and corporate governance committee, periodic review and update of our code of conduct and ethics as well as corporate governance-specific policies; and (3) for the audit committee, internal controls and regulatory risks related to accounting and finance, as well as regular review of healthcare compliance, cybersecurity and privacy risks. The risk oversight responsibility of our board of directors and its committees is supported by our management reporting processes, which are designed to provide visibility to our board of directors and to our personnel who are responsible for risk assessment information about the identification, assessment and management of critical risks.

Size of Board

Our board of directors currently consists of five members. Our directors hold office until their successors have been elected and qualified or until the earlier of their resignation or removal. Our Articles of Incorporation and Bylaws provide that our directors may only be removed for cause and then only by the holders of the shares entitled to elect the director or directors whose removal is sought if, with respect to a particular director, the number of votes cast in favor of removing such director (or the entire board of directors) exceeds the number of votes cast against removal, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by the affirmative vote of a majority of our directors then in office.

Staggered Board and Shareholder Proposals

In accordance with the terms of our Articles of Incorporation, our board of directors is divided into three staggered classes of directors and each director is assigned to one of the three classes. We continue to believe that this board structure is the best choice for Adaptive at this time.

At each annual meeting of the shareholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms of the directors will expire upon the election and qualification of successor directors at the annual meeting of shareholders to be held during the years 2026 for the Class I directors, 2027 for the Class II directors and 2028 for the Class III director.

Our Articles of Incorporation and Bylaws provide that the number of directors shall be fixed from time to time by a resolution of the majority of our board of directors.

Shareholder proposals may be tendered in the first quarter; however, the division of our board of directors into three classes with staggered three-year terms may delay or prevent shareholder efforts to effect an immediate change of our management or a change in control.

While we have no formal policy with respect to shareholder nominees, the committee will consider recommendations validly made by our shareholders pursuant to Rule 14a-8 under the Exchange Act and our Bylaws.

Board Governance Guidelines

Our board of directors has adopted corporate governance guidelines covering, among other things, the duties and responsibilities of and independence standards applicable to our directors and board committee structures and responsibilities. These guidelines are available on the “Governance” section of our website at https://investors.adaptivebiotech.com/governance/governance-documents.

Our corporate governance guidelines provide our board of directors with flexibility to combine or separate the positions of chairperson of our board of directors and chief executive officer and to appoint a lead independent director in accordance with its determination that using one or the other structure would be in our best interests. Chad Robins is the current chairman of our board of directors and Peter Neupert currently serves as the lead independent director of our board of directors.

Attendance by Members of the Board at Meetings

Our board of directors held four meetings and acted by unanimous written consent two times during the year ended December 31, 2025. No current director attended fewer than 75% of the total number of meetings of the board of directors and of committees of the board of directors on which such director served during the fiscal year ended December 31, 2025. Former director Michael Pellini, MD attended fewer than 75% of the total number of meetings of the board of directors and all of the meetings of committees of the board of directors on which he served held during his tenure during the fiscal year ended December 31, 2025. Currently, we do not maintain a formal policy regarding director attendance at the Annual Meeting; however, it is expected that, absent compelling circumstances, each of our directors will attend our Annual Meeting via the Internet. All directors attended the virtual annual meeting in 2025.

Executive Sessions

Our non-employee directors meet regularly in executive sessions without management to consider such matters as they deem appropriate. Our lead independent director, Mr. Neupert, presides over all executive sessions.

Committees of our Board of Directors

Our board of directors has established an audit committee, a compensation and human capital committee and a nominating and corporate governance committee, each of which operates pursuant to a written charter adopted by our board of directors. Our board of directors may also establish other committees from time to time to assist the board of directors. The composition and functioning of all of our committees comply with all applicable requirements of the Sarbanes-Oxley Act, Nasdaq and Securities and Exchange Commission (“SEC”) rules and regulations, subject to applicable phase-in periods for committees. Each committee has a charter, which is available on our website at https://investors.adaptivebiotech.com/governance/governance-documents.

Independence and Current Committee Positions

Our board of directors has determined that all members of our board of directors, except Chad Robins, are independent directors for purposes of the rules of Nasdaq and the SEC. In making this determination, our board of directors considered the relationships that each non-employee director has with us and all other facts and circumstances that our board of directors deemed relevant, including the beneficial ownership of our common stock by each non-employee director. The composition and functioning of our board of directors and each of our committees complies with all applicable requirements of Nasdaq and the rules and regulations of the SEC.

The composition of our board committees and independence of their members are summarized below:

Audit Committee Service and Responsibilities

Michelle Griffin, Peter Neupert and Katey Owen, PhD serve on the audit committee, which is currently chaired by Ms. Griffin. The audit committee met five times and acted by unanimous written consent one time during 2025. Our board of directors has determined that each member of the audit committee during 2025 was and is “independent” as that term is defined in Nasdaq rules and has sufficient knowledge in financial and auditing matters to serve on the audit committee. In addition, our board of directors has determined that Ms. Griffin, Mr. Neupert and Dr. Owen each meet the heightened independence requirements for audit committee members required under Section 10A of the Exchange Act and related SEC and Nasdaq rules.

Our board of directors has determined that the chair of our audit committee, Ms. Griffin, is an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K. The audit committee’s responsibilities include:

In addition, the audit committee periodically reviews our insider trading policy, which prohibits short sales, pledging, hedging or other monetization transactions, and other transactions which would, if consummated, allow insiders to continue to own our securities without the full risks and rewards of ownership. See also the section entitled “Insider Trading Policy” elsewhere in this proxy statement.

Compensation and Human Capital Committee Service and Responsibilities

Robert Hershberg, PhD, MD, Peter Neupert and Katey Owen, PhD serve on the compensation and human capital committee, chaired by Dr. Hershberg. The committee met four times and acted by unanimous written consent two times during 2025. Our board of directors has determined that each member of the compensation and human capital committee during 2025 was and is “independent” as that term is defined in Nasdaq rules and is a “non-employee director” under Rule 16b-3 under the Exchange Act. In addition, our board of directors has determined that Dr. Hershberg, Mr. Neupert and Dr. Owen each meet the heightened independence requirements for compensation and human capital committee purposes under Section 10C of the Exchange Act and related SEC and Nasdaq rules. The compensation and human capital committee’s responsibilities include:

Nominating and Corporate Governance Committee Service and Responsibilities

Peter Neupert and Robert Hershberg, PhD, MD, serve on the nominating and corporate governance committee, chaired by Mr. Neupert. The nominating and corporate governance committee acted by unanimous written consent two times during 2025. Our board of directors has determined that each of Mr. Neupert and Dr. Hershberg is “independent” as defined in Nasdaq rules. The nominating and corporate governance committee’s responsibilities include:

The nominating and corporate governance committee will consider director candidates recommended by shareholders on the same basis that it evaluates other nominees for director. Shareholders who wish to recommend a candidate to our nominating and corporate governance committee for consideration for nomination should send to us, at our principal executive offices, information regarding the candidate. In order to identify potential director candidates, the committee may utilize its or our existing networks or retain a third-party recruiting firm.

Compensation and Human Capital Committee Interlocks and Insider Participation

As noted above, Robert Hershberg, PhD, MD, Peter Neupert and Katey Owen, PhD served as members of our compensation and human capital committee during 2025. During 2025, none of the members of our compensation and human capital committee were officers or employees or had a relationship requiring disclosure under “Relationships and Related Party Transactions.” None of our executive officers currently serves, nor in the past year has served, as a member of the board of directors or compensation and human capital committee of any entity that has one or more executive officers serving on our board of directors or compensation and human capital committee.

Insider Trading Policy

We have adopted an insider trading policy that applies to our employees, directors, officers, and consultants, their family members and entities over which such individuals have or share voting or investment control, in addition to anyone who receives material non-public information (“MNPI”) from an Adaptive insider or is otherwise designated under the policy (collectively, “covered persons”). The insider trading policy also applies to Adaptive itself when it transacts in securities, including to generally prohibit the grant of equity awards while in possession of MNPI and to provide guidelines around repurchases of our securities, which would generally be made only pursuant to a Rule 10b5-1 trading plan established when we are not in possession of MNPI. Our insider trading policy is designed to promote compliance with applicable insider trading laws, rules and regulations and applicable listing standards. Among other things, our insider trading policy (i) prohibits trading by covered persons in our securities while in possession of MNPI about Adaptive, except under trading plans that meet the requirements of Rule 10b5-1 under the Exchange Act, or in the securities of any other company with respect to which such covered persons have received MNPI as a result of their relationship with or employment by Adaptive, (ii) prohibits disclosing MNPI to others who may trade in Adaptive securities or in the securities of any other publicly traded company on the basis of such MNPI, and (iii) specifies our blackout periods (and who is subject to such periods), our insider trading windows and pre-clearance procedures (and who is subject to such procedures) and requirements and procedures regarding Rule 10b5-1 trading plans. A copy of our insider trading policy was filed as Exhibit 19 to our 2025 Annual Report on Form 10-K filed with the SEC on February 26, 2026.

CODE OF CONDUCT

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The code is updated periodically; a current copy is posted on our website at www.adaptivebiotech.com. While we make ministerial and technical amendments to the code of conduct and ethics from time to time, if we make any substantive amendments to, or grant any waivers from, the code for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

DIRECTOR COMPENSATION

The following table presents the total compensation for each person who served as a non-employee member of our board of directors at any time during the year ended December 31, 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any additional equity awards or non-equity awards to or pay any other compensation to any of the non-employee members of our board of directors in 2025. We reimburse non-employee members of our board of directors for reasonable travel and out-of-pocket expenses incurred in attending meetings of our board of directors and committees of our board of directors. We also do not, and do not expect to, provide separate compensation to our directors who are also our employees, such as Chad Robins, our Chief Executive Officer. Mr. Robins’ compensation as our principal executive officer in 2025 is reported in the “Executive Compensation” section of this proxy statement.

Our board of directors has adopted a non-employee director compensation policy that is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Specifically, we provided $60,000 annual cash retainer payments payable quarterly in arrears, to each director who is not an employee of ours, with additional amounts for those serving as Lead Independent Director and chairpersons of our audit, compensation, and nominating and corporate governance committees, as set forth below:

In addition, subject to board discretion, each non-employee director initially elected or appointed to our board of directors will receive a grant with a total target economic value equivalent to $400,000, and beginning in 2026 is comprised 100% of RSUs. 25% of the shares in the initial RSU grant vest on each of the first four anniversaries of the vesting commencement date, subject to continuous service through each applicable vesting date.

Our non-employee director compensation policy sets the total target economic value of the annual director equity grants at $250,000, and beginning in 2026 is comprised 100% of RSUs. 100% of the shares in the annual RSU grant vest on the first anniversary of the vesting commencement date, subject to continuous service through the applicable vesting date.

The aggregate amount of compensation, including both the equity compensation and cash compensation, paid to any non-employee director in a fiscal year will not exceed $750,000 for the first year of service and $600,000 for each year of service thereafter.

PROPOSAL 1: ELECTION OF DIRECTORS

Pursuant to our Articles of Incorporation and our Bylaws, the total number of directors constituting the board of directors is fixed from time to time by the board. The current authorized number of directors is fixed at five. The board of directors is divided into three classes, each containing as nearly as possible an equal number of directors. The current term of office of our Class I directors expires at the Annual Meeting, while the term for our Class II directors expires at our 2027 annual meeting of shareholders and the term for our Class III director expires at our 2028 annual meeting of shareholders.

Based upon the recommendation of our nominating and corporate governance committee, the board has nominated Robert Hershberg, PhD, MD and Katey Owen, PhD, each currently a Class I director, for election at the Annual Meeting. If elected at the Annual Meeting, Dr. Hershberg and Dr. Owen will each serve a three-year term expiring at our 2029 annual meeting of shareholders and until a successor is duly elected and qualified as a Class I director, or until their earlier death, resignation or removal. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the nominees named in this proxy statement.

The board of directors and the nominating and corporate governance committee believe the skills, qualities, attributes and experience of our directors provide us with business acumen and a wide range of perspectives to engage each other and management to effectively address our evolving needs and represent the best interests of our shareholders.

If any nominee should become unavailable for election prior to the Annual Meeting, an event that currently is not anticipated, the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the board of directors or the number of directors may be reduced accordingly. Each nominee has agreed to serve if elected and the board of directors has no reason to believe that any nominee will be unable to serve.

We confirm as well that vacancies on the board, including any vacancy created by an increase in the size of the board, may be filled only by a majority of the directors remaining in office, even though less than a quorum of the board, or a sole remaining director. A director elected by the board to fill a vacancy will serve until the next election of the class of directors for which such director was chosen and until such director’s successor is elected and qualified, or until such director’s earlier retirement, resignation, disqualification, removal or death.

Class I Director Nominees Biographies

Set forth below is biographical information for the nominees and a summary of the specific qualifications, attributes, skills and experiences which led our board of directors to conclude that the nominees should serve on the board of directors at this time.

Robert Hershberg, PhD, MD, has served on our board of directors since February 2013. Dr. Hershberg is currently Chairman and Chief Executive Officer of Hillevax, Inc., a public biopharmaceutical company focused on developing and commercializing novel vaccines, a position he has held since 2020, and has been a Venture Partner at Frazier Healthcare Partners since March 2020. Formerly, from April 2017 to March 2020, Dr. Hershberg was the executive vice president and head of business development and global alliances at Celgene (acquired by Bristol-Myers Squibb in November 2019). He was employed in positions of ascending responsibility at Celgene since joining the company in 2014, including his role as Chief Scientific Officer from January 2016 to March 2020. Dr. Hershberg previously served in several roles at VentiRx Pharmaceuticals, Inc., a clinical stage biopharmaceutical company, which he co-founded in 2006, and was Chief Executive Officer of VentiRx from 2012 until the company’s acquisition by Celgene in February 2017. Dr. Hershberg currently serves as chairman of the board of directors of Recursion Pharmaceuticals, Inc., a public company specializing in drug discovery, and on several private biotechnology boards of directors (Cajal Neuroscience, Vesto Therapeutics, Inc., and Beckley Psytech Ltd). He is also on the scientific advisory board of Danaher Corporation and the Institute of Protein Design at the University of Washington. Dr. Hershberg completed the Medical Scientist Training Program (MSTP) and holds a PhD in Biology from the University of California, San Diego’s Affiliated PhD Program with the Salk Institute for Biological Studies and an MD and a BA from the University of California, Los Angeles. We believe Dr. Hershberg is qualified to serve on our board of directors based on his extensive technical expertise and executive leadership in the biotechnology industry.

Katey Owen, PhD, has served as a member of our board of directors since March 2021. Dr. Owen joined the Gates Foundation, a private foundation with the goal to enhance healthcare and reduce extreme poverty, in 2013 as Deputy Director of Vaccine Development. In 2017, she stepped into the role of Director, Neglected Tropical Diseases. In this role, Dr. Owen holds end-to-end responsibilities for a portfolio of investments with the goal to eliminate tropical diseases from the planet. In addition, Dr. Owen assumed the position of Director, Vaccine Development in November 2022, with responsibility for target selection, development and commercialization focusing on 100+ vaccine candidates. More recently, Dr. Owen also assumed responsibility for facilitating pharmaceutical companies’ interactions with the Gates Foundation via the Gates – Pharma Global Health Roundtable. Prior to joining the Gates Foundation, Dr. Owen held roles of increasing responsibility at Merck & Co., including Executive Director, Merck Vaccines, Sr. Director, Merck Manufacturing Division, and Director, Merck Research Laboratories. She currently serves as a board observer for VitriVax, Inc. and The End Fund and sits on the board of directors for the Coalition for Epidemic Preparedness and Innovations. Dr. Owen holds a PhD in Molecular Virology and a BS in Genetic Biology from Purdue University. We believe Dr. Owen is qualified to serve on our board of directors based on her extensive scientific expertise and strategic insights into commercialization and manufacturing at scale.

Board Recommendation

THE BOARD RECOMMENDS A VOTE “FOR” THE NAMED CLASS I DIRECTOR NOMINEES.

Additional Biographical Information about Other Directors Not Standing for Election at this Meeting

Class II Directors with Terms Expiring at the 2027 Annual Meeting Biographies

Michelle Griffin has served on our board of directors since March 2019. Ms. Griffin previously served on the boards of directors of Acer Therapeutics, Inc., formerly a public pharmaceutical company, HTG Molecular Diagnostics, Inc., formerly a public commercial-stage life sciences company, Chinook Therapeutics, formerly a public clinical-stage biotechnology company, PhaseRx, Inc., formerly a public life sciences company, OncoGenex Pharmaceuticals Inc. (now Achieve Life Sciences, Inc.) and Sonus Pharmaceuticals, Inc. (now Achieve Life Sciences, Inc.), and she served as chair of the audit committee during her terms on the boards of directors of several of these companies. Ms. Griffin also served as Executive Vice President, Operations, and Chief Financial Officer at OncoGenex Pharmaceuticals, Inc. from January 2011 to April 2013, served as Acting Chief Executive, Senior Vice President and Chief Operating Officer at Trubion Pharmaceuticals, Inc. from November 2009 until its acquisition in October 2010 and as its Chief Financial Officer from January 2006 to November 2009; served as Senior Vice President and Chief Financial Officer of Dendreon Corp. from August 2005 to January 2006, and served as Chief Financial Officer of Corixa Corp from October 1997 until its acquisition in August 2005. Ms. Griffin holds a BS in marketing from George Mason University and an MBA from Seattle University. We believe Ms. Griffin is qualified to serve as a member of our board of directors based on our review of her extensive operational experience in the biotechnology industry and deep experience in public company financial matters.

Peter Neupert has served as a member of our board of directors since December 2013. Mr. Neupert served as an Operating Partner at Health Evolution Partners, a private equity fund, from February 2012 to July 2014. Prior to joining Health Evolution Partners, Mr. Neupert served as Corporate Vice President, Health Solutions Group at Microsoft from August 2005 to January 2012, and as the Chief Executive Officer and Chairman of the board of directors of Drugstore.com, which he joined in July 1998. Mr. Neupert currently serves on the board of directors of Laboratory Corporation of America Holdings, a public clinical laboratory company, and Fortrea Holdings Inc. (“Fortrea”), a clinical research organization. Mr. Neupert served as acting Chief Executive Officer of Fortrea from May 2025 to August 2025 and currently serves as chair of their board. He has previously served as a member of the board of directors of several private companies. Mr. Neupert served as a member of the Board of Trustees of Fred Hutchinson Cancer Research Center from June 2007 to June 2020. Mr. Neupert holds an MBA from the Tuck School of Business at Dartmouth College and a BA in Philosophy from Colorado College. We believe Mr. Neupert is qualified to serve on our board of directors based on his extensive experience in leadership roles in the health services sector and as a member of the board of directors of several organizations in the biotechnology industry.

Class III Director with Term Expiring at the 2028 Annual Meeting Biography

Chad Robins co-founded our company in September 2009 and has served as our Chief Executive Officer and a member of our board of directors since incorporation. Mr. Robins currently serves on the board of directors of Headlight, Washington Roundtable, AltPep and Life Science Washington and Coalition for 21st Century Medicine, where he serves as Chair of the board. Prior to co-founding our company, Mr. Robins held numerous executive-level positions in medical technology, investment and real estate companies. Mr. Robins holds an MBA from The Wharton School at the University of Pennsylvania and a BS in Managerial Economics from Cornell University. We believe Mr. Robins is qualified to serve as a member of our board of directors based on our review of his experience, qualifications, attributes and skills, including co-founding our company and his executive leadership experience in the biotechnology industry.

EXECUTIVE OFFICERS

The following table sets forth certain information about our executive officers:

The following is a biographical summary of the experience of our current executive officers, with the exception of Mr. Robins, whose biographical summary is set forth under the caption “Class III Director with Term Expiring at the 2028 Annual Meeting Biography.”

Kyle Piskel has served as our Chief Financial Officer since April 2024. He joined us in September 2015 and has served in various roles of increasing levels of responsibility, including as Interim Chief Financial Officer from February 2022 to June 2022 and Principal Accounting Officer since October 2021. Prior to joining us, Mr. Piskel was an Accounting Manager at Expedia Group from October 2014 to August 2015. Prior to joining Expedia Group, Mr. Piskel was in the Assurance services practice at Ernst and Young, LLP from August 2007 to October 2014. Mr. Piskel is a former certified public accountant and holds a BA in Business Administration from Eastern Washington University and a Master of Accountancy from Gonzaga University.

Sharon Benzeno, PhD, has served as our Chief Commercial Officer, Immune Medicine since April 2022. Before this, she served as Chief Business Development Officer from April 2020 to April 2022, Senior Vice President, Drug Discovery from February 2018 to April 2020 and in business development roles of ascending responsibility from September 2014 to February 2018. Prior to joining us, Dr. Benzeno served as Senior Director at Elsevier Inc., a healthcare informatics company, from December 2013 to September 2014, as Senior Manager in the oncology business unit at Capgemini SE, a French consulting and technology services company, from May 2011 to December 2013, and as Oncology Alliance Manager and Senior Scientific Manager at AstraZeneca plc from September 2005 to May 2011. Dr. Benzeno holds a PhD in Biomedical Sciences from New York University School of Medicine, an MBA in Finance and Leadership from New York University Stern School of Business and a BA in Biochemistry from New York University. Dr. Benzeno completed a postdoctoral fellowship in cancer biology at the University of Pennsylvania Abramson Cancer Center.

Susan Bobulsky has served as our Chief Commercial Officer, MRD, since January 2024. Before this, she served in commercial and strategic planning roles of ascending responsibility since joining Adaptive in September 2014. Prior to joining Adaptive, Ms. Bobulsky was an Associate Principal with ZS Associates, a healthcare management consulting firm, where she worked for nine years specializing in commercialization strategy and execution for therapeutic and diagnostic products. Ms. Bobulsky holds an MBA from the Stanford Graduate School of Business and a BS in Science, Technology and Society from Stanford University.

Francis Lo has served as our Chief People Officer since May 2019. Prior to joining us, from March 2017 to April 2019, Mr. Lo served as Vice President, Human Resources at Whole Foods Market, Inc. Prior to that, from 2011 to 2017, Mr. Lo also served in various roles of ascending responsibility at Starbucks Corporation, including as Director, Global Talent Management and as the Dean of Starbucks China University. Mr. Lo holds an MBA in Business Administration from Stanford University Graduate School of Business and a BA in the Plan II Honors Program from the University of Texas at Austin.

Harlan Robins, PhD, co-founded our company in September 2009 and has served as either our Chief Scientific Officer or our Head of Innovation since incorporation. Dr. Robins has served in various roles in the Computational Biology Program at Fred Hutchinson Cancer Research Center, including as an Assistant Faculty Member from 2006 to 2011, as an Associate from 2011 to April 2016 and as a Full Member and the Head of the program from April 2016 to June 2019. Dr. Robins holds a BS in Physics from Harvard University and an MS and PhD in Physics from the University of California, Berkeley with a visiting appointment to the California Institute of Technology. Dr. Robins received postdoctoral appointments in the particle theory group at the Weizmann Institute of Science in Israel and at the Institute for Advanced Study at Princeton University. At Princeton, Dr. Robins developed bioinformatics algorithms for micro-RNA targets and bacterial genome analysis.

Julie Rubinstein has served as our President since February 2018 and assumed a strategic operating role as Chief Operating Officer in April 2023. Previously at Adaptive, Ms. Rubinstein served as our Chief Business Officer from January 2016 to February 2018, and our head of Corporate and Business Development from April 2011 to January 2016. Prior to joining us, Ms. Rubinstein held various worldwide commercial development roles at Pfizer’s Oncology division, primarily focusing on cancer immunotherapy. She also served in various roles with Johnson & Johnson Services, Inc., including in Europe. Ms. Rubinstein currently serves on the Board of Trustees for The Valerie Fund, a pediatric oncology organization in New Jersey and New York, and for The Gift of Life, a registry for stem cell and bone marrow transplantations. Ms. Rubinstein holds an MBA from Harvard Business School and dual undergraduate degrees from The Wharton School and Annenberg School of Communications at the University of Pennsylvania.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis (“CD&A”) describes the philosophy, design, objectives, process, components and additional aspects of our 2025 executive compensation program. This CD&A is intended to be read in conjunction with the tables that immediately follow this section, which provide further compensation information for the following named executive officers:

2025 Say-on-Pay Voting Results, Our Responsiveness, and Pay-Versus-Performance Alignment

We annually assess the competitiveness of our executive compensation and governance policies and practices relative to other similarly-situated high-growth biotechnology and diagnostics companies. Our executive compensation program is structured to incentivize and reward strong corporate performance that leads to long-term value creation. The corporate performance portion of our annual non-equity incentive awards draws directly from the achievement of corporate goals we establish each year and, for 2025, captured a milestone in our history: quarterly adjusted EBITDA profitability in our MRD business beginning in Q2 2025.

We continued to engage in one-on-one shareholder engagement discussions with investors in 2025 to obtain additional feedback about our corporate governance processes, compensation philosophy and executive compensation program design. A number of these discussions included the participation by Dr. Hershberg, chair of our compensation and human capital committee, and Mr. Neupert, lead independent director and chair of our nominating and corporate governance committee. We consider the feedback heard in these outreach conversations and our overall Say-on-Pay support level (98.8% in our most recent vote) when designing our executive compensation program.

We took the following actions in 2025 to specifically address points of feedback received in meetings with several of our shareholders and director Dr. Hershberg concerning our compensation program:

In addition to the items noted above, we also took the following actions in 2026 to continue to enhance the pay-and-performance orientation of our executive compensation program going forward and address investor feedback:

In our evaluation of chief executive officer (“CEO”) pay, we also considered the alignment between pay and performance through target, reported and realizable pay. Given the emphasis we place on equity compensation to align our executives’ interests with our shareholders’ interests, this allowed us to view pay not only as an absolute number but also as an evolving valuation. As a part of this review, the compensation and human capital committee felt that our executive compensation structure has appropriately aligned realizable pay with our TSR performance over the 2023 through 2025 timeframe, as illustrated below:

2023-2025 CEO Target Pay vs. Reported Pay vs. Realizable Pay(1) (rounded, in thousands)

Executive Compensation Design and Philosophy

Our executive compensation philosophy influences all facets of our compensation program as summarized below.

Our Compensation Objectives

How We Aligned Pay Mix to Our Compensation Objectives in 2025

We believe that our compensation philosophy, in practice, promotes a strong linkage across our financial performance and strategic objectives, individual performance and total shareholder return. Our compensation mix balances the achievement of our short-term goals with our long-term performance and attracts, motivates, rewards and retains top-performing executives.

Elements of Executive Compensation

Establishing Target Annual Equity Values for our Executives

We annually assess our executive compensation levels relative to our peer group and size- and industry-calibrated survey data. Similar to 2024, in an effort to manage potential dilution to shareholders, the compensation and human capital committee continued to generally hold flat the number of aggregate shares granted to the executive team, which includes our named executive officers, in 2025. While the aggregate number of shares was held relatively flat year-over-year, the individual allocation of shares varied slightly year-over-year based on competitiveness to market, tenure and performance in role, and other factors.

Although the peer group benchmarking data would have historically supported higher compensation for Mr. Robins, he has recommended to the compensation and human capital committee since 2020 that he not receive an equity grant value greater than the equity grant value awarded to Dr. Robins. The compensation and human capital committee, having already determined market-competitive individual target equity values for each executive using the market comparisons described below, elected to average the individually-calibrated target equity values to ensure a “zero-sum” process between actual grants to the co-founders and their role-based target equity values. The compensation and human capital committee believes that this process recognizes the criticality of each of our co-founders to our success and the expansive scope of our co-founders’ roles.

Compensation Program

The compensation and human capital committee annually assesses the effectiveness of our executive compensation program in light of our business and talent strategies, evolving regulatory requirements, risk management, and industry market data. The compensation and human capital committee, during its first meeting of the year, determines the achievement of the prior year’s corporate goals for purposes of approving annual cash incentive payouts. Most of the significant adjustments to compensation elements are also approved in the first meeting of the year, though off-cycle actions are periodically taken where appropriate.

Specific issues considered with respect to compensation for 2025 included salary, annual cash incentives and equity compensation in light of our continued growth efforts, the progress of the MRD business toward profitability, shifts in business focus, engagement and retention of executive talent and peer group compensation trends.

For executives other than the Chief Executive Officer, the compensation and human capital committee solicits and considers evaluations and recommendations submitted to the committee by the Chief Executive Officer acting as a representative of management. Such recommendations consider internal pay equity, changes in responsibilities, compensation levels for similar positions in the industry, company performance, total targeted and historical compensation and personal performance and contributions.

In the case of our Chief Executive Officer, Mr. Robins, the evaluation of his performance is conducted by the compensation and human capital committee with feedback from the board of directors, which determines any adjustments to his compensation, as well as awards to be granted. The compensation and human capital committee weighs Mr. Robins’ guidance as a part of a greater assessment of our strategic goals and corporate performance when setting executive officer pay. With respect to Mr. Robins’ compensation, the same considerations are made by the compensation and human capital committee and Mr. Robins is not and cannot be present during voting or deliberations concerning his compensation. In addition, as part of its deliberations, the compensation and human capital committee may review and consider, as appropriate, materials that it deems relevant for executives and directors.

Role of the Compensation Consultant

Our compensation and human capital committee may, in its sole discretion, retain or obtain the advice of one or more compensation consultants. During 2025, Semler Brossy Consulting Group, LLC (“Semler Brossy”) provided our compensation and human capital committee with a competitive assessment of executive compensation comprised of comparative data regarding compensation trends and practices in our industry, based upon an appropriate list of peer companies. Semler Brossy also provided research assistance to the compensation and human capital committee in developing the peer group referenced below.

The compensation and human capital committee believes that working with an independent compensation consultant furthers our objectives to recruit and retain qualified executives, align executive interests with those of shareholders and ensure that executive compensation packages will appropriately motivate and reward ongoing achievement of business goals. The compensation and human capital committee assessed Semler Brossy’s independence in 2025 and determined there were no conflicts of interest. We further expect that, in the future, our compensation and human capital committee will continue to engage independent compensation consultants to provide additional guidance on our executive compensation programs and to conduct competitive benchmarking against our peer group of publicly traded companies on an annual basis. Our compensation and human capital committee will review information regarding the independence and potential conflicts of interest of any compensation consultant it may engage and ultimately makes its own decisions on executive compensation matters.

During 2025, Semler Brossy provided the following services to our compensation and human capital committee with respect to our 2025 compensation matters:

Use of Market Data

For purposes of comparing our executive compensation, including the compensation of our named executive officers, against the competitive market, the compensation and human capital committee reviews and considers the compensation levels and practices of a group of peer companies. This compensation peer group consists of public life sciences companies whose businesses we believe are most pertinent in comparability to our core business areas of MRD and Immune Medicine, for example by operating at similar levels in the diagnostics, therapeutics and/or drug discovery spaces. The peer group companies that are selected are also similar to us on an enterprise level in terms of market capitalization, revenue, stage of development and number of employees. The compensation and human capital committee reviews our compensation peer group at least annually and makes adjustments to our peer group if necessary, taking into account changes in both our business and our peer companies’ businesses.

The compensation and human capital committee undertook its annual review of the peer group in August 2024 to inform pay decisions for 2025. Several adjustments were made to the peer group in light of peer company bankruptcies, M&A activity, and size characteristics relative to Adaptive. The following peer group was referenced when considering pay for 2025:

In August 2025, the compensation and human capital committee approved the peer group used to inform target pay decisions for 2026. bluebird bio was removed from the group given its acquisition, and Caris Life Sciences, Inc., Tempus AI, Inc., and GeneDX Holdings Corp. were added to the group given their size, similar talent profiles, and diagnostics and biotechnology focus.

The compensation and human capital committee also referenced biotechnology and life science companies in the Radford McLagan Compensation Database when evaluating the competitiveness of our named executive officers’ target pay opportunities. For 2025, the compensation and human capital committee targeted the median percentile for base salary and bonus and used a fixed-share grant approach for equity compensation to manage dilution and share utilization concerns. However, an executive officer’s target pay level may be positioned above or below these levels based on individual factors, including, but not limited to, tenure in role, performance, company or business area performance and future leadership potential.

Elements of Executive Compensation

Base Salary

In the first quarter of 2025, the compensation and human capital committee conducted its annual review of the base salaries of our named executive officers. Adjustments to our named executive officer salary levels were made with consideration of both market data and individual progression in role. To that end, Mr. Robins, Dr. Robins, and Ms. Rubinstein each received a 3% increase, while Ms. Bobulsky received a 5% increase and Mr. Piskel received a 7% increase.

Annual Incentives

We provide annual incentives to create a direct correlation between the executive’s role and responsibilities and the ability to earn variable pay. Achievement of corporate goals are evaluated alongside individual goals for each executive. We believe that the financial metrics in our incentive program provide ample liquidity to efficiently fund our progression to continued profitability in the MRD business, while our business goals ensure diligent execution against critical milestones toward expansion of our product base and pipeline.

The compensation and human capital committee believes that the balance between quantifiable, objective measures and milestone strategic priorities best motivates our executives’ performance and allows for a holistic assessment of performance at year end. That said, the committee also believes that placing a majority weighting on quantifiable, objective measures is paramount and reflective of the importance of continued momentum towards long-term profitability and operating efficiency.

Incentive Compensation and 2025 Goals Achievement

The compensation and human capital committee determines the achievement level for each of the goals and the overall payout, not to exceed 125% of target except in extraordinary circumstances, based on the weighted achievement of the goals. Mr. Robins’ annual incentive is weighted 100% to corporate goals, and all other named executive officer annual incentives are weighted 75% to corporate goals and 25% to individual performance.

For 2025, performance against corporate goals was at target, with the company meeting or exceeding the target performance level for most goals. Accordingly, the corporate performance factor was funded at 100% as detailed in the preceding table.

Mr. Robins evaluated individual executive performance at year-end and proposed an individual performance factor for each named executive officer. The compensation and human capital committee approved the funding of corporate goal-based bonuses

for all of the named executive officers at 100% for 2025 and individual performance-based bonuses by the named executive officers as evaluated by Mr. Robins between 85% and 110% as noted, resulting in the following payouts:

Long-Term Equity Incentive Awards

We grant equity incentive awards to our named executive officers in order to align their long-term economic interests with those of our shareholders, create an enduring ownership culture, and encourage contributions that drive our performance and increase our valuation. We typically make equity grants to each of our executive officers upon commencement of employment, annually in conjunction with our review of their individual performance and in connection with a promotion. Accordingly, we believe equity compensation is a crucial component of any competitive executive compensation package we offer.

We continued to grant PSUs to Mr. Robins, Dr. Robins, Ms. Rubinstein, and Mr. Piskel in 2025 to align with our executive compensation philosophy and pay-for-performance culture. Ms. Bobulsky received her annual grant in non-qualified stock options and RSUs in 2025, in addition to the PSU grant described in “Special 2025 PSU Award to Ms. Bobulsky” below. In terms of award mix, the compensation and human capital committee intended for 50% of the annual equity award to be represented by a stock option award or PSU award and the remaining 50% to be represented by an RSU award.

These awards are all subject to time-based vesting conditions. The RSUs typically vest with respect to 25% on the first four anniversaries of the vesting commencement date. The stock options typically have a ten-year term and vest with respect to 25% on the first anniversary of the vesting commencement date and then in 36 equal monthly installments thereafter. We believe that stock options are performance-based given their linkage to the stock price on the date of grant through the exercise price (i.e., participants can only realize value to the extent that our share price increases above the exercise price).

The shares of common stock that may be earned under market-based PSU awards are calculated based upon our relative total shareholder return (“Company rTSR”) during the 3-year performance period as measured against the total shareholder return of a comparator group of companies comprising the Index as of the date of grant, subject to certain adjustments to such index group (the “Index TSR”) as set forth in the Form of Performance Units Agreement representing the PSU awards (the “PSU Award Agreement”).

Company rTSR and Index TSR are each calculated as set forth in the PSU Award Agreement. Achievement between the threshold and maximum percentiles will be interpolated on a straight-line basis. If the threshold percentile is not achieved, the PSUs shall be forfeited, and if the Company rTSR is negative, our recipients of PSUs cannot earn more than the target number of shares. The Company employs a Monte Carlo simulation to assess valuation for accounting purposes under ASC 718.

The payout scale for our market-based PSUs is as follows and is consistent with the scale used since 2022:

For a description of the equity awards granted to our named executive officers during 2025, see the “Summary Compensation Table” and the “Grants of Plan-Based Awards” tables below.

In response to shareholder feedback, all 2026 annual grants to executive officers were at least 50% in PSUs, and no executive officer received options as a part of the 2026 annual grant. In addition, the compensation and human capital committee approved a new PSU design that is based 50% on the relative TSR metric described above and 50% on a 3-year MRD revenue CAGR metric.

Special 2025 PSU Award to Ms. Bobulsky

On March 14, 2025, the compensation and human capital committee granted Ms. Bobulsky a special PSU award based on the achievement of a 2025 MRD service revenue goal. The PSU award included service-based vesting in three equal annual installments. The 2025 MRD service revenue goal underlying the PSU was set at a level consistent with the stretch goal under the 2025 annual incentive program. The performance goal was set at a level that represented above-and-beyond achievement relative to the annual plan, and the award did not include a threshold level or interpolation for performance below the target attainment level. Actual MRD service revenue for 2025 was $192.8 million, and, accordingly, the special PSU award to Ms. Bobulsky was forfeited.

Vesting of 2022 PSU Award to Mr. Robins

The compensation and human capital committee first granted our Chief Executive Officer PSUs in 2022. The 2022 PSU performance was based on Company rTSR versus the Index TSR during the 3-year performance period beginning on the grant date. Importantly, the award included a payout cap of 100% if Adaptive’s absolute TSR was negative over the performance period.

The measurement methodology included a 20-trading day average for the beginning and ending prices (for the beginning price, applicable to the 20-trading days immediately preceding the start of the performance period). The comparison, under the terms set forth in the applicable grant agreement, calculated a negative 100% TSR for constituents that filed for bankruptcy during the performance period and excluded any constituents that were acquired during the performance period. The payout scale is the same as the payout scale for our market-based PSUs shown above.

The compensation and human capital committee approved a 100% payout for the 3-year performance period ended March 4, 2025. Company rTSR was slightly above the 50th percentile of the Index, which would have warranted an above-target payout; however, because our absolute TSR was negative over the applicable performance period, the payout percentage was capped at 100%.

Stock Ownership Guidelines

Under our Stock Ownership Guidelines, executives and directors must attain and hold the levels of ownership shown below within a 5-year period following adoption or future hire. Shares counting towards these guidelines include any direct stock holdings by the individual, as well as any unvested RSUs (including performance based RSUs, in each case discounted assuming a 50% tax rate). Individuals who have not yet complied with the share ownership guidelines will be required to hold not less than 50% of all shares delivered upon vesting or exercise of equity awards under our equity incentive plans then in effect, net of shares sold or withheld to cover taxes or the exercise price of stock options.

The value of shares held will be determined by reference to the average closing stock price of the shares during the 30-day period ended immediately prior to the determination date, to be the first trading day after March 31.

401(k) Plan

We have a tax-qualified retirement plan that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. All participants’ interests in their contributions are 100% vested when contributed. We match participant contributions 100% up to $3,000 annually. The retirement plan is intended to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code.

Perquisites and Other Benefits

As a general practice, we do not provide perquisites or personal benefits for our executive officers. We have historically provided limited perquisites under special circumstances where such support allows our named executive officers to better perform their duties. However, no unique perquisites were provided to our named executive officers in 2025.

Health and Welfare Plans

All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including medical and dental benefits, short-term and long-term disability insurance and life insurance.

Employment Arrangements and Severance Benefits

We have employment agreements with each of our executive officers, including our named executive officers, which set forth their basic terms of at-will employment. All of our current executive officers are also parties to an executive severance agreement. We believe reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly-qualified executives, so the executive severance agreements aligned us with current market practice, including providing double-trigger severance arrangements in connection with a change in control and no excise tax gross-up payments for any change in control payments. We consider from time to time whether our employment and post-employment compensation arrangements are sufficient to achieve our goal of facilitating the hiring and retention of senior executives. The PSU awards granted in 2025 also provide Mr. Robins, Mr. Piskel, Ms. Bobulsky, Dr. Robins and Ms. Rubinstein with certain protections related to their PSUs upon qualifying terminations. For detailed descriptions of each of the named executive officers’ arrangements, see “Employment Arrangements with our Named Executive Officers.”

Compensation Risk Considerations

From a risk management standpoint, compensation structure is designed to align all Adaptive employees (including executive officers) with shareholders, with a similar risk and reward structure. With respect to our annual cash incentive compensation, risk is managed through a balancing of individual and corporate goals, with those corporate goals in turn being balanced among financial, operational and milestone achievements. Regarding equity compensation, we believe that RSUs have a powerful retention effect, and stock option awards allow employees to participate in significant upside on a leveraged basis over the long term. Our PSUs incentivize sustainable stock price appreciation over time and align potential payouts with our growth and total shareholder return performance against other biotechnology companies. The compensation and human capital committee reviews and discusses with management on an ongoing basis the risks arising from our compensation philosophy and practices generally applicable to our employees to determine whether they encourage excessive risk-taking and to evaluate compensation policies and practices that could mitigate such risks. There is ongoing dialogue regarding the risk and reward alignment of our executive compensation. Taking into account discussions with Semler Brossy, input from management and our compensation structure, the compensation and human capital committee has determined our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Compensation and Human Capital Committee Report

This Compensation and Human Capital Committee Report shall not be deemed to be incorporated by reference into any filing made by us under the Securities Act of 1933 or the Exchange Act, notwithstanding any general statement contained in any such filing incorporating this proxy statement by reference, except to the extent we incorporate such report by specific reference.

The committee has reviewed and discussed the CD&A with our management. Based on this review and these discussions, we have recommended to the board of directors that the CD&A be included in our Annual Report on Form 10-K and our proxy statement.

The preceding report has been furnished by the following members of the compensation and human capital committee:

Robert Hershberg, PhD, MD, Chair

Peter Neupert

Katey Owen, PhD

COMPENSATION TABLES AND EXECUTIVE BENEFITS

Summary Compensation Table

The following table represents information regarding the total compensation awarded to, earned by or paid to our named executive officers during the years ended December 31, 2025, 2024 and 2023:

Grants of Plan-Based Awards

The following table presents information regarding grants of plan-based awards to each of our named executive officers during the year ended December 31, 2025: