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false000136851400013685142026-02-202026-02-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): February 20, 2026

ADMA BIOLOGICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36728

56-2590442

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

465 State Route 17, Ramsey, New Jersey

07446

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (201) 478-5552

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

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

☐

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

☐

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

☐

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock

ADMA

Nasdaq Global Market

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

Emerging growth company ☐

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

Item 2.02

Results of Operations and Financial Condition.

On February 25, 2026, ADMA Biologics, Inc. (the “Company”) issued a press release announcing its financial results for the full year 2025 and the three months ended December 31, 2025, and provided a business update. A copy of the press release is furnished herewith as Exhibit 99.1.*

Item 5.02

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

Tade Retirement; CFO Transition

On February 20, 2026, Brad Tade notified the Company that he is retiring from his position as Chief Financial Officer and Treasurer of the Company effective at the close of business on February 25, 2026, following the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”).  Mr. Tade will transition from these positions to a consulting role with the Company, and will be immediately succeeded by Terry Kohler, currently the Company’s Executive Financial Advisor (the “CFO Transition”).

In connection with the CFO Transition, on February 25, 2026, the Company and Mr. Tade entered into a Separation Agreement and Release (the “Separation Agreement”) and a Consulting Services Agreement (the “Consulting Agreement” and, together with the Separation Agreement, the “Tade Agreements”) pursuant to which, among other things, Mr. Tade will serve as a consultant to the Company.   In accordance with the terms of the Consulting Agreement, Mr. Tade will provide financial and investor relations-related consulting and transition services to the Company as reasonably requested by the President and Chief Executive Officer and the General Counsel. Unless terminated earlier by either party on seven (7) days’ written notice, the Consulting Agreement will automatically terminate on July 31, 2026 (the “Term”).

Pursuant to the Tade Agreements, commencing in March 2026, through the end of the Term, the Company will pay Mr. Tade a monthly gross amount of $41,666.67. Mr. Tade will also remain eligible to participate in the Company’s equity incentive plans with respect to the continued vesting of his unvested and outstanding equity awards through the end of the Term.

The foregoing summaries of the Tade Agreements do not purport to be complete and are qualified in their entirety by reference to a copy of the Tade Agreements filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Kohler Promotion

On February 25, 2026, the Board of Directors of the Company (the “Board”) promoted Mr. Kohler to Chief Financial Officer and Treasurer of the Company, effective February 26, 2026.

Mr. Kohler, age 48, joined the Company in December 2025 as its Executive Financial Advisor. Prior to joining the Company, he served as Chief Financial Officer of OptiNose, Inc. (“OptiNose”) (Nasdaq: OPTN), a pharmaceutical company focus

false000136851400013685142026-01-122026-01-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): January 12, 2026

ADMA BIOLOGICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36728

56-2590442

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

465 State Route 17, Ramsey, New Jersey

07446

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (201) 478-5552

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

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

☐

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

☐

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

☐

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock

ADMA

Nasdaq Global Market

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

Emerging growth company ☐

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

Item 2.02

Results of Operations and Financial Condition.

On January 12, 2026, ADMA Biologics, Inc. (the “Company”) issued a press release announcing the Company’s preliminary unaudited full year 2025 revenue and providing a business update. The results included in the press release are preliminary, have not been audited and are subject to change upon completion of the Company’s accounting and annual audit procedures and are, therefore, subject to adjustment. Additional information and disclosures are required for a more complete understanding of the Company’s financial position and results of operations as of December 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1.*

Item 7.01

Regulation FD.

The Company hereby furnishes the Corporate Presentation the Company expects to present, in whole or in part, and possibly with modifications, from time to time in connection with presentations to potential investors, strategic partners, industry analysts and others. The Corporate Presentation is attached hereto as Exhibit 99.2 and is incorporated by reference herein, and is available under the “Company Information” tab in the “Investors” section of the Company’s website, located at www. admabiologics.com.

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.*

Item 9.01

Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release of the Company, dated as of January 12, 2026.

99.2

ADMA Biologics, Inc. January 2026 Corporate Presentation.

104

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

* The information in Item 2.02 and Item 7.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SIGNATURE

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

January 12, 2026

ADMA Biologics, Inc.

By:

/s/ Adam S. Grossman

Name:

Adam S. Grossman

Title:

President and Chief Executive Officer