What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-03-03 · 596 added, 504 removed, 746 unchanged (60% of the section changed)

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The effectiveness of our internal control over financial reporting as of December 31, 2025 was audited by KPMG LLP, our independent registered public accounting firm, as stated in their report included herein on page F-1 .

Remediation of Material Weakness.

During the fiscal quarter ended June 30, 2024, management identified a material weakness in our internal control over financial reporting related to a process-level control over share-based payment awards that was not designed effectively.

This ineffectively designed control was attributable to insufficient risk assessment with regards to non-routine share-based payment awards.

Our remediation efforts involved designing and implementing additional preventative controls around non-routine share-based payment awards to ensure the appropriate recognition and measurement of such awards, as well as enhanced risk assessment procedures to ensure that all non-routine share-based payment awards are appropriately identified and evaluated.

Management, including our Chief Executive Officer and Chief Financial Officer, has performed testing to verify the effective design and successful operating effectiveness of the new or enhanced controls and determined that control activities have operated effectively for a sufficient period of time and based upon their evaluations, concluded that the previously disclosed material weakness has been remediated as of December 31, 2024.

Changes in Internal Control Over Financial Reporting.

Except with respect to the remediated material weakness described above, there have not been any changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls.

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Weiss (incorporated by reference to Exhibit 10.18 to the Registrant’s Form 10-K/A for the year ended December 31, 2016).

License Agreement by and between TG Therapeutics, Inc.

and Jiangsu Hengrui Medicine Co., dated January 8, 2018 (incorporated by reference to Exhibit 10.20 to the Registrant’s Form 10-K for the year ended December 31, 2017).

Joint Venture and License Option Agreement by and between TG Therapeutics, Inc.

and Novimmune S.A., dated June 18, 2018 (incorporated by reference to Exhibit 10.20 to the Registrant’s Form 10-Q for the quarter ended June 30, 2018).

Master Services Agreement by and between Samsung Biologics Co., Ltd.

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2022 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 17, 2024).

Amendment No.

2 to the TG Therapeutics, Inc.

2022 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2025).

Stock Tracking Unit Award Certificate (Cash Settlement Only Form).

Stock Tracking Unit Award Certificate (Cash or Stock Settlement Form).

Amended and Restated Warrant Agreement, dated March 31, 2023, by and between TG Therapeutics, Inc.

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generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 3, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 27, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Estimate of certain product revenue reserves

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For a sample of claims related to co-payment assistance rebates and Medicaid rebates, we inspected underlying documentation and related disbursements made by the Company.

Realizability of deferred tax assets

As discussed in Note 9 to the consolidated financial statements, the Company recognizes a valuation allowance for deferred tax assets if, based on review of all available positive and negative evidence, including current and historical results of operations, future income projections, and the overall prospects of the business, it is more-likely-than-not that the deferred tax assets will not be realizable.

As of December 31, 2025, the Company recorded gross deferred tax assets of $391.9 million and a related valuation allowance of $40.0 million.

We identified the evaluation of the realizability of certain deferred tax assets as a critical audit matter.

Subjective auditor judgment was required to evaluate (1) all available positive and negative evidence to determine whether it is more-likely-than-not that certain deferred tax assets will be realizable and (2) the uncertainty of forecasted taxable income.

The evaluation of the realizability of these deferred tax assets required specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s income tax process, including controls related to the Company’s evaluation of the realizability of certain deferred tax assets and controls over the key assumptions used in the determination of forecasted taxable income.

We involved tax professionals with specialized skills and knowledge who assisted in evaluating the realizability of certain deferred tax assets by:

evaluating all available positive and negative evidence used in the Company’s assessment of whether certain deferred tax assets were more-likely-than-not to be realizable;

evaluating historical trends in revenue and taxable income to assess the extent of objective and verifiable evidence of the Company’s ability to generate future taxable income necessary to realize certain deferred tax assets;

performing a sensitivity analysis to evaluate the impact of forecasted revenue for the Company’s sole commercialized drug on the Company’s assessment of forecasted taxable income;

inspecting tax filings and historical earnings to assess the presence and composition of cumulative income or loss for the past three years;

evaluating the Company’s application of tax regulations pertaining to certain deferred tax assets.

We have served as the Company’s auditor since 2021.

New York, New York

March 3, 2025

February 27, 2026

Report of Independent Registered Public Accounting Firm

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated March 3, 2025 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 27, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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New York, New York

March 3, 2025

February 27, 2026

TG Therapeutics, Inc.

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Other current assets

57,580 15,716

Total current assets

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Right of use assets

Deferred tax assets

Long-term inventories

Other noncurrent assets

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Deferred revenue - current portion

21,234 11,414

Accrued compensation

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Deferred revenue, non-current portion

Loan payable – non-current

245,645 244,429

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The accompanying notes are an integral part of the consolidated financial statements.

(1) Amounts as of December 31, 2023 have been reclassified to conform to current period presentation.

TG Therapeutics, Inc.

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Product revenue, net

$ 606,928 $ 313,728 $ 92,005

License, milestone, royalty and other revenue

9,359 15,276 141,657

Total revenue

$ 616,287 $ 329,004 $ 233,662

Costs and expenses:

Cost of revenue

100,714 38,486 14,131

Research and development:

Noncash compensation

16,618 11,160 13,010

Other research and development

143,597 83,131 63,182

Total research and development

160,215 94,291 76,192

Selling, general and administrative:

Noncash compensation

48,053 31,381 24,923

Other selling, general and administrative

183,981 122,917 97,783

Total selling, general and administrative

232,034 154,298 122,706

Total costs and expenses

Operating income (loss)

492,963 287,075 213,029

Operating income

123,324 41,929 20,633

Other expense (income):

Interest expense

Total other expense (income), net

Net income (loss) before taxes

Net income (loss)

Net income (loss) per common share:

26,727 24,028 12,615

( 10,793 ) ( 7,693 ) ( 5,044 )

Total other expense

15,934 16,335 7,571

Net income before taxes

$ 107,390 $ 25,594 $ 13,062

Income tax benefit (expense)

339,789 ( 2,211 ) ( 390 )

$ 447,179 $ 23,383 $ 12,672

Net income per common share:

$ 3.10 $ 0.16 $ 0.09

$ 2.77 $ 0.15 $ 0.09

Weighted-average shares outstanding:

144,316,786 145,317,418 141,955,112

161,412,746 160,336,051 148,508,465

The accompanying notes are an integral part of the consolidated financial statements.

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3,620,237 4 ( 4 ) — — — —

Warrants issued with debt financing

Forfeiture of restricted stock

( 213,192 ) * * — — — —

Issuance of common stock in At-the-Market offerings (net of offering costs of $ 0.8 million)

1,385,700 1 46,295 — — — 46,296

Compensation in respect of restricted stock granted to employees, directors and consultants

— — 40,818 — — — 40,818

Net income (loss)

— — — — — 12,672 12,672

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4,751,729 5 ( 5 ) — — — —

Warrants issued with debt financing

Issuance of common stock in connection with cashless exercise of warrants

129,792 * * — — — —

Forfeiture of restricted stock

( 294,773 ) * * — — — —

Issuance of common stock in At-the-Market offerings (net of offering costs of $ 0.8 million)

Repurchase of common stock

— — — 326,594 ( 8,760 ) — ( 8,760 )

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— — 46,325 — — — 46,325

Net income (loss)

— — — — — 23,383 23,383

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2,822,875 3 ( 3 ) — — — —

Issuance of common stock in connection with cashless exercise of warrants

129,792 * * — — — —

Forfeiture of restricted stock

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— — 68,206 — — — 68,206

Net income (loss)

— — — — — 447,179 447,179

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CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

$ 447,179 $ 23,383 $ 12,672

Adjustments to reconcile net income to net cash used in operating activities:

Loss on extinguishment of debt

Noncash stock compensation expense

64,670 42,541 37,933

Depreciation and amortization

Amortization of discount on investment securities

( 3,788 ) ( 6,984 ) ( 2,236 )

Amortization of debt issuance costs

1,216 1,995 2,378

Amortization of leasehold interest

Deferred income taxes

( 348,000 ) — —

Noncash change in lease liability and right of use asset

1,748 1,900 1,963

Change in fair value of equity investments

Change in fair value of notes payable

Change in inventory reserve

Changes in assets and liabilities:

Increase in inventory

(Increase) decrease in other current assets

(Increase) decrease in accounts receivable

Increase (decrease) in accounts payable and accrued expenses

( 33,452 ) ( 66,851 ) ( 36,938 )

Increase in other current assets

( 42,430 ) ( 6,316 ) ( 2,831 )

Increase in accounts receivable

( 176,443 ) ( 78,092 ) ( 51,093 )

Increase in accounts payable and accrued expenses

55,878 22,838 192

Decrease in lease liabilities

Increase in other current liabilities

Increase (decrease) in deferred revenue

( 2,099 ) ( 2,388 ) ( 2,375 )

(Decrease) increase in other current liabilities

( 2,381 ) 4,029 2,675

Increase in deferred revenue

6,390 17,483 5,711

Net cash used in operating activities

( 24,772 ) ( 40,517 ) ( 31,413 )

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from maturity of short-term securities

Proceeds from maturity of held-to-maturity securities

237,500 310,900 96,229

Investment in held-to-maturity securities

Investment in long-term securities

Purchases of PPE

Net cash used in investing activities

( 222,237 ) ( 310,516 ) ( 146,880 )

Investment in equity investments

( 1,250 ) ( 1,375 ) —

Purchases of Property, Plant and Equipment

( 214 ) ( 45 ) —

Net cash provided by (used in) investing activities

13,799 ( 1,036 ) ( 50,651 )

CASH FLOWS FROM FINANCING ACTIVITIES

Payment of loan payable

Proceeds from sale of common stock, net

— ( 107,553 ) —

Issuance of common stock, net

Proceeds from exercise of options

1,511 914 1,534

Proceeds from debt financings

— 244,815 25,000

Financing costs paid

— ( 889 ) ( 125 )

Purchase of treasury stock

Net cash provided by (used in) financing activities

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

( 91,240 ) ( 8,760 ) —

Net cash (used in) provided by financing activities

( 89,729 ) 128,527 72,705

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

( 100,702 ) 86,974 ( 9,359 )

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD

181,192 94,218 103,577

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD

$ 80,490 $ 181,192 $ 94,218

Reconciliation to amounts on consolidated balance sheets:

Cash and cash equivalents

$ 79,148 $ 179,894 $ 92,933

Restricted cash

1,342 1,298 1,285

Total cash, cash equivalents and restricted cash

$ 80,490 $ 181,192 $ 94,218

Cash paid for:

$ 24,249 $ 18,470 $ 8,771

$ 7,879 $ 500 $ —

NONCASH TRANSACTIONS

Deferred Financing Costs

$ — $ — $ 1,238

Warrants issued with debt financing

$ — $ — $ 595

The accompanying notes are an integral part of the consolidated financial statements.

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DESCRIPTION OF BUSINESS

TG Therapeutics is a fully-integrated, commercial stage, biopharmaceutical company focused on the acquisition, development and commercialization of novel treatments for B-cell mediated diseases.

TG has received approval from the U.S.

Food and Drug Administration (FDA) for BRIUMVI® (ublituximab-xiiy) for the treatment of adult patients with relapsing forms of multiple sclerosis (RMS), to include clinically isolated syndrome, relapsing-remitting disease and active secondary progressive disease, in adults, as well as approval by the European Commission (EC) and the Medicines and Healthcare products Regulatory Agency (MHRA) for BRIUMVI to treat adult patients with RMS who have active disease defined by clinical or imaging features in Europe and the United Kingdom (UK), respectively.

We also actively evaluate complementary products, technologies and companies for in-licensing, partnership, acquisition and/or investment opportunities.

TG Therapeutics is a fully integrated, commercial stage, biotechnology company focused on the acquisition, development and commercialization of novel treatments for B-cell diseases.

In addition to a research pipeline, TG Therapeutics has received approval from the U.S.

Food and Drug Administration (FDA) for BRIUMVI (ublituximab-xiiy) to treat adult patients with relapsing forms of multiple sclerosis (RMS), including clinically isolated syndrome, relapsing-remitting disease, and active secondary progressive disease, as well as approval from several regulatory agencies outside of the U.S.

for BRIUMVI to treat adult patients with RMS who have active disease defined by clinical or imaging features.

The Company also actively evaluates complementary products, technologies and companies for in-licensing, partnership, acquisition and/or investment opportunities.

LIQUIDITY AND CAPITAL RESOURCES

Historically, we have incurred operating losses since our inception;

however, during the years ended December 31, 2024, and December 31, 2023 the Company generated net income.

During the years ended December 31, 2023, the Company experienced a net profit due to a $ 140.0 million non-refundable upfront payment recognized as license revenue in the third quarter of 2023 as part of our Commercialization Agreement with Neuraxpharm (see Note 2 for more information).

While we have recently generated net income, we have incurred significant operating losses since our inception, and we may incur losses in the future.

As of December 31, 2024, we have an accumulated deficit of $ 1.5 billion.

Our major sources of cash have been proceeds from private placements and public offerings of equity securities, from our loan and security agreements, the upfront payment from the Commercialization Agreement (see Note 2 for more information), and from product revenue from drug sales of BRIUMVI.

Substantially all our operating losses have resulted from costs incurred in connection with our research and development programs and from selling, general and administrative costs associated with our operations, including our commercialization activities.

For the year ended December 31, 2024, we generated $ 313.7 million in product revenue from drug sales of BRIUMVI.

BRIUMVI first became commercially available in the United States in January of 2023.

We also began shipping BRIUMVI to our ex-U.S.

licensing partner, Neuraxpharm, in November 2023.

Even with the commercialization of BRIUMVI and the possible future commercialization of our other drug candidates, we may not realize continued profitability.

Our ability to achieve continued profitability depends on our ability to generate revenue and many other factors, including our ability to successfully commercialize our drug candidates alone or in partnership;

successfully complete any post-approval regulatory obligations;

and our ability to maintain or obtain regulatory approval for our drug candidates.

We may incur operating losses even now that we are generating revenues from BRIUMVI.

As of December 31, 2024 , we had $ 311.0 million in cash and cash equivalents, and short-term investment securities.

We anticipate that our cash, cash equivalents, and investment securities as of December 31, 2024, combined with projected revenues associated with the sale of BRIUMVI in the U.S.

and ex-U.S., will provide sufficient liquidity for more than a twelve -month period from the date of filing this Annual Report on Form 10 -K.

The actual amount of cash that we will need to operate is subject to many factors, including, but not limited to, our commercialization efforts for BRIUMVI and the timing, design and conduct of clinical trials for our drug candidates as well as the costs associated with licensing or otherwise acquiring new product candidates.

We may be dependent upon significant future financing to provide the cash necessary to execute our ongoing and future operations, including the commercialization of any of our drug candidates.

Our common stock is quoted on the Nasdaq Capital Market and trades under the symbol “TGTX.”

Although the Company has recently achieved profitability, it has historically incurred substantial operating losses since its inception and may continue to experience fluctuations in operating results.

BRIUMVI was first commercially launched in the United States in January of 2023, and outside the United States through the Company's commercialization partner, Neuraxpharm, in February 2024.

Despite the commercialization of BRIUMVI and the potential future commercialization of the Company's other product candidates, there can be no assurance that the Company will maintain profitability on an ongoing basis.

For the twelve months ended December 31, 2025 , the Company generated revenue of $ 616.3 million.

The Company's operating results and cash flows have fluctuated in the past and may continue to vary significantly from period to period.

The Company will need to generate substantial revenues to sustain profitability and positive cash flow over the long term.

Historically, the Company's operating losses have been driven primarily by expenses related to research and development programs and selling, general and administrative costs associated with its operations and commercialization activities to date.

As of December 31, 2025 , the Company's accumulated deficit was approximately $ 1.1 billion, and it had $ 199.5 million in cash and cash equivalents, and investment securities.

Based on its current operating plan and results, the Company anticipates that its existing cash, cash equivalents, and investment securities, together with projected future revenues, will be sufficient to fund operations and meet its liquidity needs for more than twelve months after the date of issuance of this Annual Report on Form 10 -K.

The actual level of cash required for operations will depend on numerous factors, including, among others, the scope of commercialization activities for BRIUMVI, the timing of collection of receivables from the Company's customers on extended payment terms, the timing and design of clinical trials for the Company's product candidates, and the costs associated with licensing or acquiring new product candidates.

The Company may seek significant additional financing in the future to support strategic initiatives and its ongoing and planned operations.

The Company's common stock is quoted on the Nasdaq Capital Market and trades under the symbol “TGTX.”

RECENTLY ISSUED ACCOUNTING STANDARDS

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

The Company monitors new accounting pronouncements issued by the Financial Accounting Standards Board (FASB).

Management evaluates, and continues to monitor, recently issued but not yet effective accounting pronouncements and does not expect the adoption of such standards to have a material impact on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU No.

2023 - 09, Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures (ASU 2023 - 09 ).

ASU 2023 - 09 requires entities to provide additional information in their tax rate reconciliation and additional disclosures about income taxes paid by jurisdiction.

ASU 2023 - 09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted.

The guidance should be applied prospectively, but entities have the option to apply it retrospectively for each period presented.

The Company prospectively adopted this standard in fiscal year 2025, which resulted in incremental income tax disclosures.

See Note 9 -Income taxes for further discussion.

In November 2024, the FASB issued ASU No.

2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (ASU 2024 - 03 ).

ASU 2024 - 03 requires entities to provide additional disaggregated disclosures of certain income statement expenses, including employee compensation, depreciation, and amortization, within the notes to the financial statements.

ASU 2024 - 03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The guidance may be applied either prospectively or retrospectively.

The Company is currently evaluating the impact that adoption of this new accounting guidance will have on its financial statements.

USE OF ESTIMATES

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generally accepted accounting principles (GAAP) requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the applicable reporting period.

On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue, accrued clinical trial expenses and stock-based compensation.

On an ongoing basis, the Company evaluates its estimates and judgments, including those related to revenue, accrued clinical trial expenses, stock-based compensation, inventory valuation, deferred tax asset valuation allowance, and fair value measurement.

Actual results could differ from those estimates.

Such differences could be material to the financial statements.

Such differences could be material to the Company's results of operations and financial position.

CASH AND CASH EQUIVALENTS

We treat liquid investments with original maturities of less than three months when purchased as cash and cash equivalents.

The Company considers liquid investments with original maturities of less than three months from the date of purchase to be cash and cash equivalents.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

RESTRICTED CASH

We record cash pledged or held in trust as restricted cash.

As of December 31, 2024 and 2023 , we have approximately $ 1.3 million of restricted cash pledged to secure a line of credit as a security deposit for an Office Agreement (see Note 7 ).

The Company records cash pledged or held in trust as restricted cash.

As of December 31, 2025 and 2024 , the Company maintained approximately $ 1.3 million of restricted cash pledged to secure a line of credit as a security deposit for an Office Agreement (see Note 7 ).

INVESTMENT SECURITIES

Investment securities at December 31, 2024 and 2023 consist of short-term government securities.

We classify these securities as held-to-maturity.

Held-to-maturity securities are those securities in which we have the ability and intent to hold the security until maturity.

Investment securities at December 31, 2025 and 2024 primarily consist of government debt securities.

The Company classifies these securities as held-to-maturity.

Held-to-maturity securities are those instruments that the Company has the ability and intent to hold until maturity.

Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts.

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Dividend and interest income are recognized when earned.

Our equity securities consist of common stock of Precision BioSciences, Inc.

The Company's long-term investments also include approximately $ 1.3 million of equity securities consisting of common stock of Precision BioSciences, Inc.

Equity securities are recognized at their fair value in accordance with ASC 321, Investments – Equity Securities.

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See Note 5 for further details.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and short-term investments.

The Company maintains its cash and cash equivalents and short-term investments with high-credit quality financial institutions.

At times, such amounts may exceed federally-insured limits.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and investments.

The Company maintains its cash and cash equivalents and investments with high-credit quality financial institutions.

At times, such amounts may exceed federally-insured limits, and the Company monitors the creditworthiness of these institutions on an ongoing basis.

REVENUE RECOGNITION

Pursuant to Topic 606, we recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.

Pursuant to Topic 606, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the Company expects to be entitled in exchange for those goods or services.

To achieve this core principle, Topic 606 includes provisions within a five -step model that includes (i) identifying the contract with a customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations, and (v) recognizing revenue when, or as, an entity satisfies a performance obligation.

At contract inception, we assess the goods or services promised within each contract and assess whether each promised good or service is distinct and determine those that are performance obligations.

We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

At contract inception, the Company assesses the goods or services promised within each contract and determine which promised good or service is distinct and therefore considered a performance obligation.

The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied.

Product Revenue, Net – The Company recognizes product revenues, net of variable consideration related to certain allowances and accruals, when the customer takes control of the product, which is typically upon delivery to the customer.

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Variable consideration includes the following components, which are described below:

chargebacks, government rebates, trade discounts and allowances, commercial payer rebates, product returns, and co-payment assistance.

chargebacks, government rebates, commercial payer rebates, trade discounts and allowances, product returns, and co-payment assistance.

These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable (if the amount is expected to be settled with a credit against the Company's customer account) or a liability (if the amount is expected to be settled with a cash payment).

The Company's estimates of reserves established for variable consideration are calculated based upon a consistent application of the expected value method, which is the sum of probability-weighted amounts in a range of possible consideration amounts.

The Company's estimate of reserves for variable consideration are calculated using the expected value method, which is the sum of probability-weighted amounts in a range of possible consideration amounts.

These estimates reflect the Company's current contractual requirements, customer channel mix, changes to product price, government pricing calculations, and industry data.

The amount of variable consideration that is included in the transaction price may be subject to constraint and is included in net product revenues only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period.

The amount of variable consideration included in the transaction price may be subject to constraint and is included in net product revenues only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period.

Actual amounts of consideration received may ultimately differ from the Company's estimates.

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For Medicare, the Company also estimates the number of patients in the prescription drug coverage gap for whom it will owe a rebate under the Medicare Part D program.

Trade Discounts and Allowances:

The Company provides its customers with discounts that are explicitly stated in the contracts and are recorded in the period the related product revenue is recognized.

In addition, the Company also receives sales order management, inventory management, and data services from its customers in exchange for certain fees.

Commercial Payer Rebates:

The Company contracts with various private payer organizations, primarily insurance companies and pharmacy benefit managers, for the payment of rebates with respect to utilization of our product and contracted formulary status.

The Company estimates these rebates and records such estimates in the same period the related revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability.

The Company contracts with various private payer organizations, primarily insurance companies and pharmacy benefit managers, for the payment of rebates tied to utilization of its product and contracted formulary status.

These rebates are estimated and recorded in the same period the related revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability.

Trade Discounts and Allowances:

The Company provides its customers with discounts that are explicitly stated in the applicable contracts and are recorded in the period the related product revenue is recognized.

In addition, the Company receives sales order management, inventory management, and data services from its customers in exchange for certain fees.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Product Returns:

Consistent with industry practice, the Company generally offers customers a limited right of return for product that has been purchased from the Company.

The Company estimates the amount of its product sales that may be returned by its customers and records this estimate in the period the related product revenue is recognized.

The Company estimates the amount of its product sales that may be returned by customers and records this estimate in the period the related product revenue is recognized.

The Company currently estimates product return liabilities based on data from similar products and other qualitative considerations, such as visibility into the inventory remaining in the distribution channel.

5 unchanged sentences

product that the Company, at its sole discretion, has specified can be returned for credit.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

As of December 31, 2024 , the Company has $ 0.1 million in returns related to sales of BRIUMVI.

As of December 31, 2025 , the Company has experienced an immaterial amount of product revenue returns related to sales of BRIUMVI.

Co-Payment Assistance Programs:

4 unchanged sentences

Such agreements may include the transfer of intellectual property rights in the form of licenses.

Payments made by the customer may include non-refundable upfront fees, payments based upon the achievement of defined milestones, and royalties on sales of products.

Payments made by the customer may include non-refundable upfront fees, milestone-based payments, and royalties on sales of products.

Licenses of intellectual property :

5 unchanged sentences

Milestone payments that are not within the Company's control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received, and therefore the variable consideration is constrained.

The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied.

At the end of each reporting period, the Company re-evaluates the probability of achieving development or sales-based milestone payments that may not be subject to a material reversal and, if necessary, adjust the estimate of the overall transaction price.

Any such adjustments are recorded on a cumulative catch-up basis, which would affect license and other revenue, as well as earnings, in the period of adjustment.

The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, and the Company recognizes revenue as or when the performance obligations under the contract are satisfied.

At the end of each reporting period, the Company reevaluates the probability of achieving development or sales-based milestone payments that may not be subject to a material reversal and, if necessary, adjusts the estimate of the overall transaction price.

Any such adjustments are recorded on a cumulative catch-up basis, which may affect license and other revenue, as well as earnings, in the period of adjustment.

Sales-based royalties :

3 unchanged sentences

These optional purchases are accounted for as separate contracts when the licensee determines that it will make such a purchase, unless the option conveys a material right.

Optional purchases are recorded as product revenue, net.

Other Revenue

Revenue is also generated from service-based fees recognized for providing regulatory support and development services to customers.

Service fee revenue is recognized overtime as the services are transferred to the customer.

Service fee revenue is recognized over time as the services are transferred to the customer.

DEFERRED PRODUCT REVENUE

When consideration is received, or such consideration is unconditionally due, from a customer prior to the Company completing its performance obligation to the customer under the terms of a contract, a contract liability is recorded as deferred revenue.

When consideration is received, or such consideration is unconditionally due, from a customer prior to the Company completing its performance obligation under the terms of a contract, a contract liability is recorded as deferred revenue.

Deferred revenues expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current liabilities.

Deferred revenues not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as long-term liabilities.

ACCOUNTS RECEIVABLE

In general, accounts receivable consists of amounts due from customers, net of customer allowances for cash discounts, product returns, and chargebacks.

The Company's standard payment terms for invoiced amounts typically range between 30 – 60 days, however, extended payment terms have been offered during the BRIUMVI commercial launch.

The extended payment terms are meant to align with the timing of reimbursement by government and commercial payers and have not adversely affected the collectability of accounts receivable.

In addition, the Company does not adjust accounts receivable for the effects of financing, as the expected time between transfer of the promised products and the payment of the associated consideration is less than one year.

The Company analyzes accounts that are past due for collectability, and regularly evaluates the creditworthiness of its customers so that it can properly assess and respond to changes in their credit profiles.

As of December 31, 2025 , the Company determined that an allowance for expected credit losses related to outstanding accounts receivable was not required because outstanding receivables were due from large, established, credit-worthy customers.

TG Therapeutics, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

ACCOUNTS RECEIVABLE

In general, accounts receivable consists of amounts due from customers, net of customer allowances for cash discounts, product returns and chargebacks.

Our contracts with customers have standard payment terms.

We analyze accounts that are past due for collectability, and regularly evaluate the creditworthiness of our customers so that we can properly assess and respond to changes in their credit profiles.

As of December 31, 2024 , we determined an allowance for expected credit losses related to outstanding accounts receivable was currently not required based upon our review of contractual payment terms and individual customer circumstances.

COST OF REVENUE

Cost of revenue consists primarily of third -party manufacturing costs, distribution, overhead and royalties owed to our licensing partner for BRIUMVI sales.

Cost of revenue consists primarily of royalties owed to the Company's licensing partner for BRIUMVI sales, third -party manufacturing costs, distribution, and overhead.

Cost of revenue may also include costs related to excess or obsolete inventory adjustment charges, abnormal costs, unabsorbed manufacturing and overhead costs, and manufacturing variances.

Based on our policy to expense costs associated with the manufacture of our products prior to regulatory approval, a portion of the costs of producing BRIUMVI sold to date was expensed as research and development prior to FDA approval of BRIUMVI and therefore it is not reflected in the cost of revenue.

Our cost of revenue also relates to providing regulatory support & development services to customers.

All manufacturing costs incurred to produce BRIUMVI prior to the approval of BRIUMVI by the FDA were expensed to research and development and therefore are not reflected in the cost of revenue.

Therefore, a portion of costs incurred to produce BRIUMVI that were sold through the middle of the quarter ended March 31, 2025 had previously been expensed as research and development and are not reflected in the Company's cost of revenue.

Costs related to providing regulatory support and development services to the Company's ex-U.S.

commercialization partner, Neuraxpharm, are included in the Company's cost of revenue.

Inventories are stated at the lower of cost or estimated net realizable value, with cost based on the first -in- first -out method (FIFO).

We classify inventory costs as long-term, in other assets in our consolidated balance sheets, when we expect to utilize the inventory beyond our normal operating cycle.

Prior to regulatory approval, we expense costs relating to the production of inventory as research and development expense in the period incurred.

Following regulatory approval, costs to manufacture those approved products will be capitalized.

The Company classifies inventory costs as long-term inventory in its consolidated balance sheets, when the Company expects to utilize the inventory beyond its normal operating cycle.

Prior to regulatory approval, the Company expenses costs relating to the production of inventory as research and development expense in the period incurred.

Following regulatory approval, costs to manufacture those approved products are capitalized.

Inventory that can be used in either the production of clinical or commercial products is expensed as research and development costs when identified for use in clinical trials.

Prior to the approval of BRIUMVI, all manufacturing and other potential costs related to the commercial launch of BRIUMVI were expensed to research and development expense in the period incurred.

Prior to the approval of BRIUMVI, all manufacturing and other potential costs related to the commercial launch of BRIUMVI were expensed to research and development in the period incurred.

RESEARCH AND DEVELOPMENT COSTS

Generally, research and development costs are expensed as incurred.

Research and development expenses consist primarily of costs incurred to third -party service providers for the conduct of research, preclinical and clinical studies, contract manufacturing costs, license milestone fees, personnel costs for our research and development employees, consulting, and other related expenses.

We recognize research, preclinical and clinical study expenses based on services performed, pursuant to contracts with third -party research and development organizations that conduct and manage research, preclinical and clinical activities on our behalf.

We accrue these expenses based on the progress or stage of completion of services and the contracted fees to be paid for such services.

If the actual timing of the performance of services or the level of effort varies from the original accrual, we will adjust the accrual accordingly.

Research and development expenses consist primarily of costs incurred with third -party service providers for the conduct of research, preclinical and clinical studies, contract manufacturing costs, license milestone fees, personnel costs for the Company's research and development employees, consulting, and other related expenses.

The Company recognizes research, preclinical and clinical study expenses based on services performed, pursuant to contracts with third -party research and development organizations that conduct and manage research, preclinical and clinical activities on the Company's behalf.

The Company accrues these expenses based on the progress or stage of completion of services and the contracted fees to be paid for such services.

If the actual timing of the performance of services or the level of effort varies from the original accrual, the Company adjusts the accrual accordingly.

With respect to clinical trial costs, the financial terms of these agreements are subject to an initial negotiation and vary from contract to contract.

1 unchanged sentence

As such, certain expense accruals related to clinical site costs are recognized based on the degree of performance of the event or events specified in the specific clinical study or trial contract.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Income taxes are accounted for under the asset and liability method.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating losses and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

If the likelihood of realizing the deferred tax assets or liability is less than “more likely than not,” a valuation allowance is then created.

We, and our subsidiaries, file income tax returns in the U.S.

If the likelihood of realizing the deferred tax assets or liabilities is less than “more likely than not,” a valuation allowance is recorded.

The Company, and its subsidiaries, file income tax returns in the U.S.

federal jurisdiction and in various states.

We have tax net operating loss carryforwards that are subject to examination for a number of years beyond the year in which they were generated for tax purposes.

The Company has tax net operating loss carryforwards that are subject to examination for a number of years beyond the year in which they were generated for tax purposes.

Since a portion of these net operating loss carryforwards may be utilized in the future, many of these net operating loss carryforwards will remain subject to examination.

We recognize interest and penalties related to uncertain income tax positions in income tax expense.

The Company recognizes interest and penalties related to uncertain income tax positions in income tax expense.

Refer to Note 9 for further information.

1 unchanged sentence

Stock-based compensation costs related to equity awards granted to employees and non-employees are measured at the date of grant based on the fair value of the award.

We estimate the grant date fair value of options, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model.

Equity awards with market conditions are valued using advanced option-pricing models, such as a Monte Carlo simulation.

The effect of a market condition is reflected in the award’s fair value on the grant date.

For time-based or performance-based restricted stock, the fair value is based on the market value of our common stock on the date of grant.

The Company estimates the grant date fair value of options, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model.

Equity awards with market conditions are valued using advanced option-pricing models, such as a Monte Carlo simulation, with the effect of a market condition reflected in the award’s fair value on the grant date.

For time-based or performance-based restricted stock, the fair value is based on the market value of the Company's common stock on the date of grant.

Stock-based compensation expense for time-based restricted stock and options is recognized on a straight-line basis over the requisite service period.

1 unchanged sentence

Stock-based compensation expense for an award that has a market condition is recognized over the requisite service period, which is derived from the valuation model, even if the market condition is never satisfied.

We recognize all stock-based payments to employees and non-employee directors (as compensation for service) as noncash compensation expense in the consolidated financial statements.

Forfeitures are recognized as they occur.

SHARES REPURCHASE

The Company repurchases shares through open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b - 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act).

We account for shares repurchased under the treasury accounting method (ASC 505 - 30 ).

We recognize the amount paid to repurchase the shares as a reduction of stockholders’ equity and include treasury stock on a separate line item in the equity section of our consolidated balance sheet.

Treasury stock is excluded from shares outstanding.

The Company recognizes all stock-based payments to employees and non-employee directors (as compensation for service) as noncash compensation expense in the consolidated financial statements.

The Company recognizes forfeitures as they occur.

TG Therapeutics, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

NET INCOME (LOSS) PER COMMON SHARE

Basic net income (loss) per share of our common stock is calculated by dividing net income (loss) applicable to the common stock by the weighted-average number of our common stock outstanding for the period.

Diluted net income (loss) per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as warrants, stock options, and restricted stock, which would result in the issuance of incremental shares of common stock.

The impact of these items is anti-dilutive during periods of net loss, therefore, basic and diluted net loss per share were the same for the year ended December 31, 2022 in the consolidated statement of operations as a result of the Company’s net loss during the year ended December 31, 2022.

During the years ended December 31, 2024 and December 31, 2023, the Company had net income and as such presents the dilutive effect of potential common shares in the computation of basic and diluted earnings per share in the table below.

The following table summarizes our potentially dilutive securities at December 31, 2024, 2023 and 2022 :

SHARE REPURCHASES

The Company repurchases shares through open market purchases, privately-negotiated transactions, block purchases, or otherwise in accordance with applicable federal securities laws, including Rule 10b - 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act).

The Company accounts for shares repurchased under the treasury accounting method (ASC 505 - 30 ).

The Company recognizes the amount paid to repurchase the shares as a reduction of stockholders’ equity and includes treasury stock on a separate line item in the equity section of the Company's consolidated balance sheet.

Treasury stock is excluded from shares outstanding.

NET INCOME PER COMMON SHARE

Basic net income per share of the Company's common stock is calculated by dividing net income applicable to the common stock by the weighted-average number of the Company's common stock outstanding for the period.

Diluted net income per share of common stock reflects the effect of potential common shares from the assumed exercise or conversion of securities such as warrants, stock options, and restricted stock, to the extent they are dilutive.

For all periods presented, the Company reported net income in the consolidated statements of operations and, accordingly, present the dilutive effect of potential common shares in the computation of diluted earnings per share, as shown in the table below.

The following table summarizes the Company's potentially dilutive securities at December 31, 2025, 2024 and 2023 :

Unvested restricted stock

7 unchanged sentences

(in thousands, except share and per share data)

Net income (loss)

447,179 23,383 12,672

5 unchanged sentences

161,412,746 160,336,051 148,508,465

Net income (loss) per share - basic

Net income per share - basic

3.10 0.16 0.09

Net income (loss) per share - diluted

Net income per share - diluted

2.77 0.15 0.09

1 unchanged sentence

Long-lived assets are reviewed for potential impairment when circumstances indicate that the carrying value of long-lived tangible and intangible assets with finite lives may not be recoverable.

Management’s policy in determining whether an impairment indicator exists, a triggering event, comprises measurable operating performance criteria as well as qualitative measures.

If an analysis is necessitated by the occurrence of a triggering event, we make certain assumptions in determining the impairment amount.

If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized.

Goodwill results from excess consideration in a business combination over the fair value of identifiable net assets acquired.

Goodwill is not amortized but is reviewed for impairment at least annually, or more frequently if impairment indicators are present, by first assessing qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying amount.

If we conclude it is more likely than not that the fair value is less than the carrying amount, a quantitative test that compares the fair value to its carrying value is performed to determine the amount of any impairment.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

All leases with a lease term greater than 12 months, regardless of lease type classification, are recorded as an obligation on the balance sheet with a corresponding right-of-use asset.

Management’s assessment in determining whether an impairment indicator or triggering event exists, includes an evaluation of both quantitative, measurable operating performance criteria and qualitative measures.

If an analysis is necessitated by the occurrence of a triggering event, the Company uses certain assumptions in estimating the impairment amount, such as expected future cash flows and other factors.

If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized to reduce the asset to its fair value.

Goodwill represents the excess consideration transferred in a business combination over the fair value of identifiable net assets acquired.

Goodwill is not amortized but is reviewed for impairment at least annually, or more frequently if events or changes in circumstances indicate that impairment indicators may be present.

The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount.

If this qualitative assessment indicates that impairment is more likely than not, the Company performs a quantitative test comparing the reporting unit's fair value with its carrying value to determine the amount of any impairment.

All leases with a lease term greater than 12 months, regardless of lease classification, are recorded as a lease liability on the balance sheet with a corresponding right-of-use (ROU) asset.

Operating leases are reflected as lease liabilities on the commencement date of the lease based on the present value of the lease payments to be made over the lease term.

Current operating lease liabilities are reflected in lease liabilities – current portion and noncurrent operating lease liabilities are reflected in lease liabilities – non-current on the consolidated balance sheet.

Right-of-use assets are valued at the initial measurement of the lease liability, plus any initial direct costs or rent prepayments, minus lease incentives and any deferred lease payments.

Operating lease assets are recorded to right of use assets on the consolidated balance sheet and lease cost is recognized on a straight-line basis.

Leases with an initial term of 12 months or less are not recorded on the balance sheet and we recognize lease expense for these leases on a straight-line basis over the term of the lease.

In determining whether a contract contains a lease, asset and service agreements are assessed at onset and upon modification for criteria of specifically identified assets, control and economic benefit.

SEGMENT REPORTING

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) to allocate resources and assess performance.

The Company operates in one reportable segment, B-cell mediated disease therapy, which includes all activities related to the development and commercialization of novel treatments, including BRIUMVI, to address unmet medical needs and improve the lives of patients.

The determination of a single reportable segment is consistent with the consolidated financial information regularly provided to the Company’s chief operating decision maker (CODM), which is its chief executive officer, who reviews and evaluates consolidated net income (loss) for purposes of assessing performance, making operating decisions, allocating resources and planning and forecasting for future periods.

The measure of segment assets is reported on the balance sheet as total assets.

IMMATERIAL CORRECTIONS OF PRIOR PERIOD FINANCIAL STATEMENTS

During July of 2024, the Company identified an error related to the expense recognition of a single restricted stock award granted in 2021.

The impact of the error was an understatement of non-cash compensation expense (SG&A) in the years ended December 31, 2021 and 2022 and a corresponding understatement of additional paid in capital (APIC).

The Company concluded the error did not result in a material misstatement of the Company’s previously issued consolidated financial statements.

Accordingly, the Company corrected the relevant consolidated financial statements and related footnotes for the year ended December 31, 2022 within these consolidated financial statements.

Right-of-use assets are initially measured based on the lease liability, plus any initial direct costs or rent prepayments, minus lease incentives and any deferred lease payments.

Operating lease ROU assets are recorded in right-of-use assets on the consolidated balance sheet, and lease cost is recognized on a straight-line basis over the lease term.

Leases with an initial term of 12 months or less are not recorded on the balance sheet, and the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

In determining whether a contract contains a lease, the Company evaluates asset and service agreements at inception and upon modification to identify specifically identifiable assets, and to determine whether the arrangement conveys the right to control and obtain substantially all of the economic benefits from those assets.

TG Therapeutics, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

SEGMENT REPORTING

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which discrete financial information is available and is evaluated regularly by the chief operating decision maker (CODM) to allocate resources and assess performance.

The Company operates as a single reportable segment, focused on B-cell mediated disease therapy, which includes all activities related to the development and commercialization of novel treatments, including BRIUMVI, to address unmet medical needs and improve the lives of patients.

The determination of a single reportable segment is consistent with the consolidated financial information regularly provided to the Company’s CODM, which is its chief executive officer, who evaluates financial results and operating metrics, specifically consolidated net income , for purposes of assessing performance, making operating decisions, allocating resources and planning and forecasting for future periods.

The measure of segment assets reported to the CODM corresponds to the total assets presented on the Company's consolidated balances sheets.

NOTE 2 - REVENUE

As discussed in Note 1, revenues are recognized under guidance within ASC 606.

The following table presents our disaggregated revenue for the periods presented (in thousands):

As discussed in Note 1, revenues are recognized under the guidance of ASC 606.

The following table presents the Company's disaggregated revenue for the periods presented (in thousands):

(in thousands)

11 unchanged sentences

Product revenue, net

The following table presents our disaggregated revenue by product and geography for the periods presented:

The following table presents the Company's disaggregated BRIUMVI revenue by geography for the periods presented:

(in thousands)

4 unchanged sentences

$ 606,928 $ 313,728 $ 92,005

$ - $ - $ 2,633

International

The Company began shipping BRIUMVI to its U.S.

customers in January 2023, and BRIUMVI to its ex-U.S.

licensing partner, Neuraxpharm, in November 2023.

As of December 31, 2025 , gross-to-net accruals of approximately $ 20.5 million and $ 40.9 million are included on the consolidated balance sheets within accounts receivable, net, and accounts payable and accrued expenses, respectively.

As of December 31, 2024 , gross-to-net accruals of approximately $ 11.1 million and $ 20.9 million were included on the consolidated balance sheets within accounts receivable, net, and accounts payable and accrued expenses, respectively.

The Company primarily sells BRIUMVI through specialty distributors.

The following table summarizes customers that represented 10% or more of gross product revenue for the years ended December 31, 2025, 2024 and 2023 :

Twelve months ended December 31,

42 % 42 % 41 %

Total product revenue, net

26 % 29 % 31 %

International

18 % 15 % 16 %

12 % 14 % 13 %

We began shipping BRIUMVI to our U.S.

customers in January 2023.

We also began shipping BRIUMVI to our ex-U.S.

licensing partner, Neuraxpharm, in November 2023.

UKONIQ was voluntarily withdrawn from the U.S.

market effective May 31, 2022.

As of December 31, 2024 and 2023, approximately $ 32.0 million and $ 9.2 million, respectively, of gross-to-net accruals entirely related to U.S.

sales of BRIUMVI have been recorded as a reduction of accounts receivable, net and within accounts payable and accrued expenses on the consolidated balance sheets.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

License Agreements

Neuraxpharm Commercialization Agreement

On July 28, 2023, the Company entered into the Commercialization Agreement with Neuraxpharm.

The Company granted Neuraxpharm the exclusive right to commercialize BRIUMVI in certain territories outside the United States, Canada, and Mexico, the commercialization rights for which had been previously retained by the Company, and excluding certain Asian countries subject to previously existing partnerships (the Territory).

In addition, the Company will perform certain development and regulatory activities for Neuraxpharm to support its obligations under the Commercialization Agreement to secure and maintain the regulatory approvals required to sell BRIUMVI in the Territory.

As part of the overall arrangement, the Company has agreed to supply BRIUMVI to Neuraxpharm throughout the term of the Commercialization Agreement.

In consideration for entering the Commercialization Agreement, the Company received a non-refundable upfront payment of $ 140.0 million.

The Company will also receive tiered double-digit royalties up to 30 % on net product sales in the Territory and is eligible to receive sales-based or other milestone payments totaling up to $ 505.0 million.

The Company evaluated the Commercialization Agreement under ASC 606 and concluded that Neuraxpharm represents a customer in the transaction.

In accordance with this guidance, the Company identified the following commitments under the arrangement:

(i) grant the exclusive right to develop, sell, offer to sell and import BRIUMVI in the Territory (the “License”);

and (ii) perform certain development and regulatory activities (“Development and Regulatory Activities”).

The License to the Company’s intellectual property represents a distinct performance obligation, therefore, the $ 140.0 million non-refundable upfront payment related to this performance obligation was recognized as License Revenue in 2023.

The Development and Regulatory Activities also represent a distinct performance obligation and are satisfied over time because Neuraxpharm simultaneously receives and consumes the benefits provided by the Company’s performance of the services.

Therefore, revenue is recognized as the activities are completed by the Company.

During 2024 the Company recognized Other Revenue of $ 1.8 million related to the Development and Regulatory Activities.

The arrangement also provides Neuraxpharm with the right to make optional purchases of BRIUMVI (the “Supply of Licensed Product”).

These optional purchases are accounted for as a separate contract when the right to purchase BRIUMVI is exercised.

The consideration for optional purchases of BRIUMVI by Neuraxpharm approximates the price that a customer in the Territory would be willing to pay for these goods.

The performance obligation related to the Supply of Licensed Product is satisfied when control of the product passes to Neuraxpharm.

The consideration received from Neuraxpharm for the supply of BRIUMVI is recognized by the Company as a component of product revenue, net.

As of December 31, 2024, the Company has an unconditional right to receive $ 1.5 million in consideration from Neuraxpharm related to the performance obligation to supply BRIUMVI, which is recorded as accounts receivable, net.

A portion of the performance obligation to supply BRIUMVI has not yet been satisfied, therefore, as of December 31, 2024, $ 23.5 million has been recorded as deferred revenue.

During 2024 the Company recognized $ 3.7 million in BRIUMVI product sales, net related to performance obligations that were satisfied during the year ended December 31, 2024.

The Company will reevaluate the consideration received, and performance obligations satisfied at the end of each reporting period.

Such reevaluations may result in a change to the amount of product revenue, net, recognized and deferred revenue.

The remaining forms of consideration are variable because they are dependent on the achievement of sales-based or other milestones.

The Company evaluated the constraint on variable consideration and concluded that the milestone payments are highly dependent on factors outside of the Company’s control.

Therefore, at contract inception, the milestones are not included in the transaction price as it is not probable that a significant reversal of revenue would not occur.

Sales-based milestones will be recognized as revenue in the period when the related sales threshold is met.

All other milestones will be recognized as revenue immediately in the period the achievement of the underlying milestone is probable.

In 2024, the Company received a $ 12.5 million milestone payment for the first key market commercial launch of BRIUMVI in the EU.

Any consideration related to sales-based royalties will be recognized when the related sales occur.

For the period ended December 31, 2024, the Company recognized royalty revenue of $ 0.8 million.

The following table summarizes the customers with amounts due that represent 10% or more of the accounts receivable associated with the Company’s product sales as of December 31, 2025 and 2024 :

Twelve months ended December 31,

TG Therapeutics, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

License, Milestone, Royalty and Other Revenue

License, milestone, royalty and other revenue consist primarily of recognition of consideration received under the ex-U.S.

commercialization agreement (the Commercialization Agreement) with Neuraxpharm.

Refer to Note 10 - License Agreements for a description of the Commercialization Agreement and for further information of the accounting in accordance with ASC 606.

NOTE 3 – INVESTMENT SECURITIES

Our short-term investments as of December 31, 2024 and 2023 are classified as held-to-maturity.

Held-to-maturity investments are recorded at amortized cost.

The following tables summarize our investment securities at December 31, 2024 and 2023 :

The Company's investments securities as of December 31, 2025 and 2024 primarily consist of government debt securities that are classified as held-to-maturity.

Held-to-maturity securities are recorded at amortized cost.

The following tables summarize the Company's held-to-maturity securities at December 31, 2025 and 2024 :

December 31, 2025

2 unchanged sentences

holding losses

Short-term investments:

Obligations of domestic governmental agencies (maturing between January 2025 and December 2025 ) (held-to-maturity)

Short-term obligations of domestic governmental agencies (maturing between January 2026 and December 2026) (held-to-maturity)

$ 62,822 $ 130 $ — $ 62,952

Total short-term investment securities

Long-term obligations of domestic governmental agencies (maturing between January 2027 and November 2027) (held-to-maturity)

57,541 201 — 57,742

Total held-to-maturity investment securities

$ 120,363 $ 331 $ — $ 120,694

December 31, 2024

1 unchanged sentence

holding losses

Short-term investments:

Obligations of domestic governmental agencies (maturing between January 2023 and December 2023 ) (held-to-maturity)

Short-term obligations of domestic governmental agencies (maturing between January 2025 and December 2025) (held-to-maturity)

$ 131,106 $ 64 $ — $ 131,170

Total short-term and long-term investment securities

Total held-to-maturity investment securities

$ 131,106 $ 64 $ — $ 131,170

Our long-term investments as of December 31, 2024 include shares of common stock of Precision.

The fair market value of the equity securities as of December 31, 2024 was $ 0.4 million.

For the year ended December 31, 2024, we recorded unrealized losses of $ 0.8 million based on the change in fair value of Precision’s common stock during the period.

See Note 5 for further details.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Included in long-term investments on the consolidated balance sheets are the Company’s equity securities held in connection with the Precision License Agreement.

See Note 5 - Fair Value Measurements for a description of the Precision License Agreement and additional information on the Company's equity investments.

NOTE 4 – INVENTORY

The following table presents our inventory as of December 31, 2024 ( in thousands):

The following table presents the Company's inventory as of December 31, 2025 (in thousands):

December 31, 2025

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Finished Goods

22,089 13,938

Inventory, gross

147,446 110,458

Inventory Reserve

Inventory, net

$ 141,275 $ 110,458

$ 125,586 $ 110,458

Long-term Inventory

Total Inventory

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Cost is determined using a standard cost method, which approximates actual cost, and assumes a FIFO flow of goods.

Inventory that is used for clinical development purposes is expensed to research and development expense when consumed.

At December 31,2024, all our inventory was solely related to BRIUMVI, which was approved by the FDA on December 28, 2022, at which time we began to capitalize costs to manufacture BRIUMVI.

Prior to FDA approval of BRIUMVI, all costs related to the manufacturing of BRIUMVI and related material were charged to research and development expense in the period incurred.

Inventory that is used for clinical development purposes is expensed to research and development in the period in which it is consumed.

At December 31, 2025 and 2024 , the Company's inventory was solely related to BRIUMVI.

The work in process materials consist primarily of bulk drug substance, which has a multi-year shelf life.

When the bulk drug substance is manufactured into BRIUMVI finished goods, those finished goods have a shelf life of three years from the date of manufacture.

Our expectation is to sell finished goods at least twelve months prior to expiration.

Due to our long manufacturing lead time, it was necessary to buildup inventory in support of BRIUMVI forecasted sales, to ensure appropriate safety stock levels, and meet our commitment to supply BRIUMVI to Neuraxpharm related to the Commercialization Agreement.

As a result of BRIUMVI being in the early stages of commercial launch, we continue to evaluate the length of our normal operating cycle.

On a quarterly basis, the Company analyzes our inventory levels for excess quantities and obsolescence (expiration), taking into account factors such as historical and anticipated future sales compared to quantities on hand and the remaining shelf-life.

At December 31, 2024, we determined that a reserve related to BRIUMVI inventory for excess quantities and obsolescence is not required.

In addition, since FDA approval of BRIUMVI, the Company has not recorded any inventory write downs.

The Company expects to sell finished goods at least twelve months prior to expiration.

The Company completed its evaluation of the length of our normal operating cycle and determined a portion of inventory will be utilized beyond our normal operating cycle.

Therefore, during the quarter ended December 31, 2025 , $ 15.7 million of inventory comprised predominantly of raw materials is now classified as Long-term Inventory.

On a quarterly basis, the Company analyzes its inventory levels for excess quantities and obsolescence (expiration) by considering factors, such as historical and anticipated future sales relative to quantities on hand and the remaining shelf-life.

At December 31, 2025 and 2024 , the Company determined that a reserve related to BRIUMVI inventory for excess quantities and obsolescence was not required.

In addition, since FDA approval of BRIUMVI, the Company has not recognized any inventory write downs.

TG Therapeutics, Inc.

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Notes to Consolidated Financial Statements

In September 2025, the Company identified a potential manufacturing deviation affecting one batch of bulk drug substance.

As a result of the Company’s continued evaluation of the impact of this deviation on product usability, it was determined that a loss was probable.

Therefore, as of December 31, 2025 , the Company recorded a $ 6.2 million inventory reserve related to this matter in accordance with ASC 450 - 20 as management had determined that a loss was both probable and could be reasonably estimated.

The United States and other countries have recently imposed, and may continue to impose, new tariffs.

Tariffs are an inventoriable cost, and the Company's sole supplier of bulk drug substance is located outside of the U.S.

While the tariffs imposed to date have not had a material effect on the Company's business or results of operations, the Company continues to evaluate their potential impact on its business and results of operations going forward.

NOTE 5 – FAIR VALUE MEASUREMENTS

We measure certain financial assets and liabilities at fair value on a recurring basis in the financial statements.

The fair value hierarchy ranks the quality and reliability of inputs, or assumptions, used in the determination of fair value and requires financial assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories:

The Company measures certain financial assets and liabilities at fair value on a recurring basis in its financial statements.

The fair value hierarchy ranks the quality and reliability of inputs, or assumptions, used to determine fair value and requires financial assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories:

Level 1 – quoted prices in active markets for identical assets and liabilities;

Level 2 – inputs other than Level 1 quoted prices that are directly or indirectly observable;

Level 3 – unobservable inputs that are not corroborated by market data.

Level 3 – unobservable inputs for which market data are not available.

Equity Investments and Forward Contract Liabilities

On January 7, 2024, ( the Precision Effective Date) the Company and its wholly-owned subsidiary, TG Cell Therapy, Inc., (TG Cell) entered into a License Agreement (the Precision License Agreement) with Precision, pursuant to which Precision granted the Company certain exclusive and non-exclusive license rights to develop, manufacture, and commercialize Precision’s allogeneic CAR T therapy azercabtagene zapreleucel (azer-cel) for the treatment of autoimmune and other non-oncology diseases and conditions.

Pursuant to the Precision License Agreement, the Company made an upfront payment to Precision of $ 7.5 million, consisting of (i) $ 5.25 million in cash and (ii) $ 2.25 million (the Upfront Precision Stock Payment), as an equity investment, for the purchase of 2,920,816 shares of Precision’s common stock at a price of $ 0.77 per share.

In January 2024, the Company and its wholly-owned subsidiary, TG Cell Therapy, Inc., (TG Cell) entered into a License Agreement (the Precision License Agreement) with Precision.

Under the agreement, Precision granted the Company certain exclusive and non-exclusive license rights to develop, manufacture, and commercialize Precision’s allogeneic CAR T therapy, azer-cel, for the treatment of autoimmune and other non-oncology diseases and conditions.

Upon execution of the Precision License Agreement, the Company made an upfront payment to Precision of $ 7.5 million, comprised of (i) $ 5.25 million in cash and (ii) $ 2.25 million (the Upfront Precision Stock Payment), as an equity investment, for the purchase of 2,920,816 shares of Precision’s common stock at a price of $ 0.77 per share.

The Company paid a premium for the shares, which was recorded in research and development expense as part of the cost of the Precision License Agreement.

Precision subsequently had a 30 -to- 1 reverse stock split in February 2024.

The shares purchased with the Upfront Precision Stock Payment are classified as an equity investment and are recognized at fair market value as of December 31, 2024.

Within 12 months following the Precision Effective Date, the Company will make a one -time payment to Precision equal to $ 2.5 million (the Deferred Precision Stock Payment).

Upon receipt of such payment, Precision shall issue to the Company the number of shares of Precision common stock (the Precision Shares) (rounded down to the nearest whole share) obtained by dividing the Deferred Precision Stock Payment by 200 % of the weighted average share price of the Precision common stock (the Precision Share Price) for the thirty ( 30 ) trading days preceding the date on which Precision receives the payment.

The Deferred Precision Stock Payment was recorded to research and development License Fees as part of the cost of the Precision License Agreement, and is classified as a forward contract liability recognized at fair market value in Other Current Liabilities as of December 31, 2024, in accordance with ASC 321.

Upon the achievement of a clinical and regulatory milestone event (Milestone Event 1 ), the Company will make a one -time payment to Precision equal to $ 2.3 million (the Milestone 1 Precision Stock Payment).

Upon receipt of such payment, Precision shall issue to the Company the Precision Shares (rounded down to the nearest whole share) obtained by dividing the Milestone 1 Precision Stock Payment by 200 % of the weighted average share price of the Precision common stock (the Precision Share Price) for the thirty ( 30 ) trading days preceding the achievement of Milestone Event 1.

The Milestone 1 Precision Stock Payment was recorded to research and development License Fees as part of the cost of the Precision License Agreement, and is classified as a forward contract liability recognized at fair market value in Other Current Liabilities as of December 31, 2024, in accordance with ASC 321.

At the time of our merger (we were then known as Manhattan Pharmaceuticals, Inc.

Precision subsequently implemented a 30 -to- 1 reverse stock split in February 2024.

On January 7, 2025, the Company made a one -time payment to Precision equal to $ 2.5 million (the Deferred Precision Stock Payment), as an equity investment, for the purchase of 220,712 shares of Precision common stock calculated by dividing the Deferred Precision Stock Payment by 200 % of the weighted average share price of the Precision common stock for the thirty ( 30 ) trading days preceding the payment date.

The Deferred Precision Stock Payment, which had previously been classified as a forward contract liability in other current liabilities as of December 31, 2024, was reclassified to equity investments at its fair market value of $ 1.4 million on the date the payment was made to Precision.

All Precision shares held are recognized at fair market value as of December 31, 2025 , and are classified as an equity investment and included within long-term investments on the consolidated balance sheets as of December 31, 2025 .

The Precision License Agreement also includes a milestone payment upon the achievement of a clinical and regulatory milestone event (Milestone Event 1 ).

Upon achievement of Milestone Event 1, the Company is required to make a one -time payment to Precision equal to $ 2.3 million (the Milestone 1 Precision Stock Payment), in exchange for shares of Precision common stock (rounded down to the nearest whole share) calculated in the same manner as the Deferred Precision Stock Payment.

While Milestone Event 1 has not been achieved, the obligation was recognized in research and development license fees upon execution of the agreement and is classified as a forward contract liability measured at its fair market value.

In accordance with ASC 321, the Milestone 1 forward liability was recorded at $ 1.4 million in other current liabilities on the Company’s consolidated balance sheets as of December 31, 2025 .

At the time of the Company's merger (the Company was then known as Manhattan Pharmaceuticals, Inc.

(Manhattan)) with Ariston Pharmaceuticals, Inc.

(Ariston) in March 2010, Ariston issued $ 15.5 million of five -year 5 % notes payable (the 5% Notes) in satisfaction of several note payable issuances.

(Ariston) in March 2010, Ariston issued $ 15.5 million of five -year 5 % notes payable (the 5% Notes) in satisfaction of several prior note payable issuances.

The 5% Notes and accrued and unpaid interest thereon are convertible at the option of the holder into common stock at the conversion price of $ 1,125 per share.

We have no obligations under the 5% Notes aside from the conversion feature.

The Company has no obligations associated with the 5% Notes other than the conversion feature.

The 5 % Notes are recognized in other current liabilities on the Company’s consolidated balance sheets as of December 31, 2025 , as the notes are currently convertible and therefore classified as short-term obligations.

The Company’s financial instruments include cash, cash equivalents consisting of money market funds, accounts receivable, accounts payable and loan payable.

As of December 31, 2025 and 2024 , the fair values of cash and cash equivalents, restricted cash, accounts receivable, and loan and interest payable approximated their carrying value due to their short term nature.

The carrying value of the loan payable on the Company’s balance sheet is also estimated to approximate its fair value, as the interest rate is aligned with market rates for instruments with similar terms and risk characteristics.

TG Therapeutics, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

The Company’s financial instruments include cash, cash equivalents consisting of money market funds, accounts receivable, accounts payable and loan payable.

As of December 31, 2024 and December 31, 2023, the fair values of cash and cash equivalents, restricted cash, accounts receivable, and loan and interest payable approximate their carrying value.

The carrying value of loan payable on the Company’s balance sheet is estimated to approximate its fair value as the interest rate approximates the market rate for loans with similar terms and risk characteristics.

The following tables provide the fair value measurements of applicable financial assets and liabilities as of December 31, 2025 and 2024 :

3 unchanged sentences

$ 1,323 $ — $ — $ 1,323

Forward Contract Liabilities

3 unchanged sentences

Financial liabilities at fair value as of December 31, 2024

Equity Investments

$ 371 $ — $ — $ 371

Our equity investments classified as Level 1 were valued using their respective closing stock price on the Nasdaq Stock Market.

We did not experience any transfers of financial instruments between the fair value hierarchy levels during the year ended December 31, 2024.

Our forward contract liabilities classified as Level 2 were valued using Precision's closing stock price on the Nasdaq Stock Market.

Our Level 3 instrument amounts represent the fair value of the 5% Notes and related accrued interest.

The change in the fair value of the Level 1 assets and Level 2 and Level 3 liabilities is reported in other (income) expense in the accompanying consolidated statements of operations.

Forward Contract Liabilities

$ — $ 3,129 $ — $ 3,129

$ — $ — $ 661 $ 661

Total Liabilities

$ — $ 3,129 $ 661 $ 3,790

The Company's equity investments classified as Level 1 were valued using their respective closing stock prices on the Nasdaq Stock Market, which represents unadjusted quoted prices in active markets for identical instruments.

The Company did not experience any transfers of financial instruments between the fair value hierarchy levels during the year ended December 31, 2025 and 2024 .

The Company's forward contract liabilities classified as Level 2 were valued using Precision's closing stock price on the Nasdaq Stock Market.

The Company's Level 3 instrument amounts represent the fair value of the 5% Notes and related accrued interest, as certain inputs to determine fair value were unobservable.

The change in the fair value of the Level 1 assets and Level 2 and Level 3 liabilities is recognized in other (income) expense in the accompanying consolidated statements of operations.

NOTE 6 – STOCKHOLDERS ’ EQUITY

Preferred Stock

The Company's amended and restated certificate of incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock, $ 0.001 par value, with rights senior to those of the Company's common stock, issuable in one or more series.

Upon issuance, the Company may determine the rights, preferences, privileges and restrictions thereof.

These rights, preferences, and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock.

The Company amended and restated its certificate of incorporation authorizes the issuance of up to 190,000,000 shares of $ 0.001 par value common stock.

In September 2022, the Company entered into an At-the-Market Issuance Sales Agreement (the 2022 ATM) with Cantor Fitzgerald & Co.

Riley Securities, Inc.

relating to the sale of shares of the Company's common stock.

During the year ended December 31, 2023, the Company sold a total of 1,385,700 shares of common stock under the 2022 ATM for aggregate total gross proceeds of approximately $ 47.1 million at an average selling price of $ 34.01 per share, resulting in net proceeds of approximately $ 46.3 million after deducting commissions and other transactions costs.

The Company had no activity on the 2022 ATM during the years ended December 31, 2025 and 2024 .

On August 8, 2025, the Company filed an automatic “shelf registration” statement on Form S- 3 (the 2025 WKSI Shelf) as a WKSI as defined in Rule 405 under the Securities Act of 1933, as amended.

The 2025 WKSI Shelf was declared effective upon filing and registers an unlimited amount of debt securities, equity securities, or other securities that the Company may issue and sell from time to time.

Accordingly, the 2022 ATM with Cantor Fitzgerald & Co.

Riley Securities, Inc.

The Company may offer and sell securities registered under the 2025 WKSI Shelf in one or more offerings, from time to time, depending on market conditions and its capital needs.

The Company may also file additional registration statements in the future to maintain financing flexibility in support of its operations.

TG Therapeutics, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

NOTE 6 – STOCKHOLDERS ’ EQUITY

Share Repurchase Program and Treasury Stock

In August 2024, the Company’s Board of Directors (the Board) authorized a share repurchase program (the Prior Share Repurchase Program) pursuant to which the Company could repurchase up to $ 100 million of its outstanding common stock.

In September 2025, the Company announced the completion of the Prior Share Repurchase Program.

Under this program, the Company repurchased an aggregate of 3,502,334 shares of common stock at an average price of $ 28.55 per share.

As of December 31, 2025 , no amounts remained available for repurchases under the Prior Share Repurchase Program.

In September 2025, the Board authorized a new share repurchase program (the 2025 Share Repurchase Program) pursuant to which the Company may repurchase up to $ 100 million of its outstanding common stock.

Repurchases under the 2025 Share Repurchase Program may be made from time to time through open market purchases, privately negotiated transactions, or other methods in accordance with applicable federal securities laws, including Rule 10b - 18 under the Exchange Act.

The 2025 Share Repurchase Program does not have a fixed expiration date, may be suspended or discontinued at any time, and does not obligate the Company to repurchase any specific number of shares.

No shares were repurchased under the 2025 Share Repurchase Program during the twelve months ended December 31, 2025 .

During the year ended December 31, 2025 , the Company repurchased 3,175,740 shares of common stock for an aggregate cost of $ 91.2 million.

As of December 31, 2025 , 3,543,643 shares of common stock were held in treasury at an aggregate cost of approximately $ 100.2 million, representing the fair value of the shares on the dates they were surrendered to the Company, primarily in connection with the Prior Share Repurchase Program.

During the year ended December 31, 2024 , the Company repurchased 326,594 shares of common stock for an aggregate cost of $ 8.8 million.

As of December 31, 2024 , 367,903 shares of common stock were held in treasury at an aggregate cost of approximately $ 9.0 million, representing the fair value of the shares on the dates they were surrendered to the Company, primarily in connection with the Company’s share repurchase program.

Equity Incentive Plans

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The TG Therapeutics, Inc.

2022 Incentive Plan (the 2022 Incentive Plan) was approved by stockholders in June 2022 with 17,000,000 shares available to be issued.

2022 Incentive Plan (the 2022 Incentive Plan) was approved by stockholders in June 2022 with 17,000,000 shares available to be issued, and was amended to increase the shares available to be issued from 17,000,000 to 22,000,000 in June 2025 ( the 2022 Incentive Plan Amendment).

As of December 31, 2025 , 8,795,243 shares of restricted stock and 2,222,500 options were outstanding, and up to an additional 6,650,149 shares were available to be issued under the 2022 Incentive Plan.

During July of 2024, the Company identified an error related to the expense recognition of a single restricted stock award granted in 2021.

The impact of the error was an understatement of non-cash compensation expense (SG&A) in the years ended December 31, 2022, and 2021 and a corresponding understatement of additional paid in capital (APIC).

The Company has concluded the error did not result in a material misstatement of the Company’s previously issued consolidated financial statements.

The cumulative impact of the error has been corrected as an immaterial correction of the December 31, 2023 consolidated balance sheet by increasing accumulated deficit and APIC by approximately $ 38.2 million.

In addition, the consolidated statement of operations for the year ended December 31, 2022 has been revised to reflect the immaterial correction by increasing noncash compensation (selling, general and administrative) by $ 25.5 million and basic and diluted net loss per common share increased from ($ 1.46 ) to ($ 1.65 ).

Total stock-based compensation expense included in the consolidated statements of operations was $ 64.7 million, $ 42.5 million and $ 37.9 million during the years ended December 31, 2025, 2024 and 2023 , respectively.

The $ 42.5 million and $ 37.9 million are net of $ 3.8 million and $ 2.9 million of stock-based compensation expense that was capitalized into inventory during the year ended December 31, 2024 and 2023, respectively.

The $ 64.7 million, $ 42.5 million and $ 37.9 million are net of $ 3.5 million, $ 3.8 million, and $ 2.9 million of stock-based compensation expense that was capitalized into inventory during the years ended December 31, 2025, 2024 and 2023 , respectively.

Restricted Stock

25 unchanged sentences

Notes to Consolidated Financial Statements

Total compensation expense associated with restricted stock grants was $ 40.1 million, $ 34.1 million and $ 41.3 million during the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, there was approximately $ 36.0 million of total unrecognized compensation expense related to unvested time-based restricted stock, which is expected to be recognized over a weighted-average period of 2.8 years.

This amount does not include, as of December 31, 2024, 1,160,000 shares of restricted stock outstanding which are milestone-based and vest upon certain corporate milestones, and 3,067,678 shares of restricted stock that vest based on market conditions.

Milestone-based noncash compensation expense will be measured and recorded if and when a milestone becomes probable.

Equity awards with market conditions are valued using advanced option-pricing models, such as a Monte Carlo simulation.

The effect of a market condition is reflected in the award’s fair value on the grant date.

Stock-based compensation expense for an award that has a market condition is recognized over the requisite service period derived from the award valuation on the grant date, even if the market condition is never satisfied.

As of December 31, 2024, there was approximately $ 22.0 million of total unrecognized compensation expense related to unvested milestone-based restricted stock.

As of December 31, 2024, there was approximately $ 29.1 million of total unrecognized compensation expense related to restricted stock with market conditions, which is expected to be recognized over a weighted-average period of 3.5 years.

Total stock-based compensation expense related to restricted stock grants was $ 63.4 million, $ 40.1 million and $ 34.1 million for the years ended December 31, 2025, 2024 and 2023 , respectively, net of $ 3.5 million, $ 3.8 million and $ 2.9 million of expense capitalized into inventory during the years ended December 31, 2025, 2024 and 2023 , respectively.

As of December 31, 2025 , the Company had approximately $ 42.8 million of total unrecognized compensation expense related to unvested time-based restricted stock, expected to be recognized over a weighted-average period of 2.7 years.

As of December 31, 2025 , the Company had approximately $ 18.6 million of total unrecognized compensation expense related to unvested milestone-based restricted stock and approximately $ 39.0 million related to restricted stock with market conditions, which are expected to be recognized over a weighted-average period of 2.8 years.

Milestone-based noncash compensation expense will be recognized if and when achievement of the related milestone becomes probable.

Awards with market conditions are valued using advanced option-pricing models, such as a Monte Carlo simulation, with the effect of the market condition reflected in the grant-date fair value.

Compensation expense for awards with market conditions is recognized over the requisite service period determined by the grant-date valuation, regardless of whether the market condition is ultimately satisfied.

Stock Options

The estimated fair value of the options granted in the years ended December 31, 2024, 2023 and 2022 was determined utilizing the Black-Scholes option-pricing model at the date of grant.

The Company uses the Black-Scholes option-pricing model when estimating the grant date fair value for the options granted in the years ended December 31, 2025, 2024 and 2023 .

The following table summarizes stock option activity for the years ended December 31, 2025, 2024 and 2023 :

5 unchanged sentences

( 192,500 ) 11.30

( 164,443 ) 7.84

Outstanding at December 31, 2023

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3,565,226 6.78 2.18 $ 82,111,479

Total expense associated with stock options was approximately $ 2.5 million, $ 3.9 million and $ 3.3 million during the years ended December 31, 2024, 2023 and 2022, respectively.

Total stock-based compensation expense associated with stock options was approximately $ 1.2 million, $ 2.5 million and $ 3.9 million during the years ended December 31, 2025, 2024 and 2023 , respectively.

As of December 31, 2025 , there was approximately $ 0.4 million of total unrecognized compensation cost related to unvested time-based stock options, which is expected to be recognized over a weighted-average period of 0.60 years.

As of December 31, 2024, the stock options outstanding include options granted to both employees and non-employees which are both time-based and milestone-based.

As of December 31, 2025 , the stock options outstanding include options granted to both employees and non-employees and consist of both time-based and milestone-based awards.

Stock-based compensation for milestone-based options will be recorded if and when a milestone becomes probable.

We did not recognize stock-based compensation expense during the year ended December 31, 2024 for these stock options.

The fair value of the Company’s option awards granted in each of the following years were estimated using the assumptions below:

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024

December 31, 2023

December 31, 2022

N/A N/A 88.37 - 89.67 %

Expected term (in years)

N/A N/A 3.13 - 4.0

Risk-free rate

N/A N/A 2.99 - 3.35 %

Expected dividend yield

The Company’s only outstanding warrants are warrants issued to Hercules as part of the prior loan agreements to purchase 115,042 and 50,172 shares of our common stock with exercise prices of $ 17.95 and $ 14.70 , respectively.

During the year ended December 31, 2024, Hercules exercised a portion of their outstanding warrants from a prior loan agreement to purchase 147,058 shares via cashless exercise.

The First Amendment (as defined below) also contains warrant coverage of 2.95 % of each advance amount funded.

A warrant was issued by the Company to Hercules to purchase 50,172 shares of common stock with an exercise price of $ 14.70 (the First Amendment Warrant).

The First Amendment Warrant shall be exercisable for seven years from the date of issuance.

Hercules may exercise the First Amendment Warrant either by (a) cash or check or (b) through a net issuance conversion.

There will not be any ongoing stock compensation expense associated with these warrants.

The Company estimated the fair value of the Warrant using the Black-Scholes model based on the following key assumptions:

Amended Term Loan

The Amended Loan Agreement

Exercise price

$ 14.70 $ 17.95

Common share price on date of issuance

$ 15.04 $ 19.35

0.88 % 184.4 %

Risk-free interest rate

Expected dividend yield

Contractual term (in years)

Preferred Stock

Our amended and restated certificate of incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock, $ 0.001 par value, with rights senior to those of our common stock, issuable in one or more series.

Upon issuance, we can determine the rights, preferences, privileges and restrictions thereof.

These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock.

Stockholder Rights Plan

On July 18, 2014, we adopted a stockholder rights plan.

The stockholder rights plan is embodied in the Stockholder Protection Rights Agreement dated as of July 18, 2014 (the Rights Agreement), between us and American Stock Transfer & Trust Company, LLC, as rights agent (the Rights Agent).

The rights under the Rights Agreement expired at the close of business on July 18, 2024.

The Company did not recognize stock-based compensation expense during the year ended December 31, 2025 for these milestone-based stock options.

As of December 31, 2025 , the Company had outstanding warrants issued to Hercules Capital, Inc.

(Hercules) to purchase 115,042 and 50,172 shares of its common stock with exercise prices of $ 17.95 and $ 14.70 , respectively.

The warrants were issued in connection with the Company's prior loan agreement with Hercules, which has been repaid and terminated.

These Warrants shall be exercisable for seven years from their date of issuance, and will expire on December 30, 2028 and March 31, 2030, respectively.

TG Therapeutics, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

Our amended and restated certificate of incorporation authorizes the issuance of up to 190,000,000 shares of $ 0.001 par value common stock.

On September 2, 2022, we filed an automatic “shelf registration” statement on Form S- 3 (the 2022 WKSI Shelf) as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act, which registered an unlimited and indeterminate amount of debt or equity securities for future issuance and sale.

The 2022 WKSI Shelf was declared effective in September 2022.

In connection with the 2022 WKSI Shelf, we entered into an At-the-Market Issuance Sales Agreement (the 2022 ATM) with Cantor Fitzgerald & Co.

Riley Securities, Inc.

(each a 2022 Agent and collectively, the 2022 Agents), relating to the sale of shares of our common stock.

Under the 2022 ATM, we will pay the 2022 Agents a commission rate of up to 3.0 % of the gross proceeds from the sale of any shares of common stock.

During the year ended December 31, 2023, we sold a total of 1,385,700 shares of common stock under the 2022 ATM for aggregate total gross proceeds of approximately $ 47.1 million at an average selling price of $ 34.01 per share, resulting in net proceeds of approximately $ 46.3 million after deducting commissions and other transactions costs.

We had no activity on the 2022 ATM during the year ended December 31, 2024.

The 2022 WKSI Shelf is currently our only active shelf-registration statement.

We may offer any combination of the securities registered under the 2022 WKSI Shelf from time to time in response to market conditions or other circumstances if we believe such a plan of financing is in the best interests of our stockholders.

We may need to file additional shelf-registration statements in the future to provide us with the flexibility to raise additional capital to finance our operations as needed.

Share Repurchase Program and Treasury Stock

On August 2, 2024, the Company announced that its Board of Directors (the Board) had authorized and approved a share repurchase program for up to $ 100 million of the currently outstanding shares of the Company’s common stock.

Under the share repurchase program, the Company intends to repurchase shares through open market purchases, privately-negotiated transactions, block purchases or other methods in accordance with applicable federal securities laws, including Rule 10b - 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act).

For the year ended December 31, 2024, the Company repurchased 326,594 shares of common stock at a cost of $ 8.8 million.

As of December 31, 2024, 367,903 shares of common stock are being held in Treasury, at a cost of approximately $ 9.0 million, representing the fair market value on the date the shares were surrendered to the Company, mainly as part of our share repurchase program.

NOTE 7 – LOAN PAYABLE

On March 31, 2023 ( the First Amendment Effective Date), the Company entered into a First Amendment to the Amended and Restated Loan and Security Agreement (the First Amendment) with Hercules Capital, Inc.

The First Amendment amended the terms of the Amended and Restated Loan and Security Agreement (Amended Loan Agreement) with Hercules that closed on December 30, 2021.

The First Amendment amended the terms of the Amended Loan Agreement to, among other things:

(i) issue an advance of $ 25.0 million drawn at the First Amendment Effective Date (the Tranche 3A Advance), (ii) provide for the formal expiration of Tranche 2, (iii) change the draw amounts and dates available under subsequent tranches, including splitting the remaining balance of Tranche 3 into two additional advances in an aggregate principal amount of up to $ 20.0 million, in increments of $ 10.0 million (a Tranche 3B Advance and a Tranche 3C Advance), decreasing the amount available under Tranche 4 from $ 65.0 million to $ 60.0 million, and adding a Tranche 5 of $ 25.0 million, subject to the achievement of revenue related performance milestones, (iv) extend the interest only period from February 1, 2025 to August 1, 2025 and (v) modify the cash interest rate to be the greater of either (a) the “prime rate” as reported in The Wall Street Journal plus 1.20 %, and (b) 8.95 %.

In addition to the cash interest rate, the principal balance will accrue paid-in-kind interest at a rate of 2.25 %, which amount will be capitalized and added to the outstanding principal balance of the Amended Term Loan and payable at the maturity date of the Amended Loan Agreement, as amended.

The Amended Loan agreement, as amended, contains financial covenants that require the Company to maintain certain levels of unrestricted cash and additional financial covenants related to market capitalization.

The First Amendment also contains warrant coverage of 2.95 % of each advance amount funded.

A warrant (the Warrant) was issued by the Company to Hercules to purchase 115,042 shares of common stock with an exercise price of $ 17.95 for the initial amount funded at the Closing Date.

The Warrant shall be exercisable for seven years from the date of issuance.

Hercules may exercise the Warrant either by (a) cash or check or (b) through a net issuance conversion.

Additionally, a warrant was issued by the Company to Hercules to purchase 50,172 shares of common stock with an exercise price of $ 14.70 for the amount funded pertaining to the Tranche 3A Advance (the First Amendment Warrant).

The First Amendment Warrant shall be exercisable for seven years from the date of issuance.

Hercules may exercise the First Amendment Warrant either by (a) cash or check or (b) through a net issuance conversion.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

On August 2, 2024 ( the New Closing Date), the Company entered into a term loan facility of $ 250 million (the Initial Term Loan) with Blue Owl Capital Corporation, as administrative agent (the Administrative Agent), HealthCare Royalty and Blue Owl Capital under the Financing Agreement (as defined below).

The Company repaid all outstanding principal and accrued interest and fees under the First Amendment with Hercules (such repayment, the Refinancing), which Refinancing was funded with the proceeds of the Initial Term Loan.

The existing Amended Loan Agreement with Hercules was effectively terminated, and all guarantees and liens granted thereunder were released upon the consummation of the Refinancing.

The Initial Term Loan is governed by a financing agreement, dated as of the New Closing Date (the Financing Agreement), which provides for (i) a single draw of the Initial Term Loan on the New Closing Date and (ii) an uncommitted additional facility in an aggregate principal amount of up to $ 100 million.

The Initial Term Loan is governed by a financing agreement (the Financing Agreement), which provides for (i) a single draw of the Initial Term Loan, which was funded on August 2, 2024, and (ii) an uncommitted additional facility in an aggregate principal amount of up to $ 100 million.

The Initial Term Loan will mature on August 2, 2029 ( the Term Loan Maturity Date).

The Initial Term Loan accrues interest at a per annum rate of interest equal to an applicable margin plus, at the Company’s option, either (a) at a base rate determined by reference to the highest of ( 1 ) the prime rate published by the Wall Street Journal, ( 2 ) the federal funds effective rate plus 0.50 % and ( 3 ) Term SOFR, plus 1.00 % or (b) Term SOFR, which, shall be no less than 1.00 %.

The applicable margin for borrowings of the Initial Term Loan is determined on a quarterly basis by reference to a pricing grid based on the achievement of US Net Sales (as defined in the Financing Agreement) for the most recently completed four consecutive fiscal quarters of the Company and its Subsidiaries (as defined in the Financing Agreement).

The pricing grid commences at 5.50 % for SOFR borrowings and 4.50 % for base rate borrowings and is subject to a 25 basis point step-down upon achievement of a specified US Net Sales threshold.

The Initial Term Loan accrues interest at a per annum rate of interest equal to an applicable margin plus, at the Company’s option, either (a) a base rate determined by reference to the highest of ( 1 ) the prime rate published by the Wall Street Journal, ( 2 ) the federal funds effective rate plus 0.50 % and ( 3 ) Term SOFR, plus 1.00 % or (b) Term SOFR, which shall be no less than 1.00 %.

The applicable margin for borrowings of the Initial Term Loan is determined on a quarterly basis by reference to a pricing grid based on the achievement of U.S.

Net Sales (as defined in the Financing Agreement) for the most recently completed four consecutive fiscal quarters.

The pricing grid commences at 5.50 % for SOFR borrowings and 4.50 % for base rate borrowings and is subject to a 25 basis point step-down upon achievement of a specified U.S.

Net Sales threshold.

The Initial Term Loan requires scheduled quarterly amortization payments, commencing with the fiscal quarter ending June 30, 2028, in an amount equal to $ 12.5 million, with the balance due and payable on the Term Loan Maturity Date; provided that such amortization payments may be deferred to the Term Loan Maturity Date upon the achievement of a Total Net Leverage Ratio (as defined in the Financing Agreement) that is less than or equal to an agreed threshold.

The Initial Term Loan is secured by a lien on substantially all of the assets of the Company and certain subsidiaries of the Company as guarantors and contains customary covenants and representations.

As of December 31, 2024, we were in compliance with all financial covenants.

The Initial Term Loan is secured by a lien on substantially all of the assets of the Company and by guarantees from certain of the Company's subsidiaries and contains customary covenants and representations.

As of December 31, 2025 , the Company was in compliance with all financial covenants.

The events of default under the Financing Agreement are customary for financings of this type.

If an event of default occurs, the Administrative Agent is entitled to take enforcement action, including acceleration of amounts due under the Financing Agreement.

The Company evaluated whether the Initial Term Loan represented a debt modification or extinguishment of the First Amendment with Hercules with ASC 470 - 50, Debt – Modifications and Extinguishments.

As a result of the Initial Term Loan and effective termination of the First Amendment with Hercules, this transaction was accounted for by the Company under the extinguishment accounting model.

The Company evaluated whether the Initial Term Loan represented a debt modification or extinguishment of the prior loan agreement with Hercules with ASC 470 - 50, Debt – Modifications and Extinguishments.

As a result of the Initial Term Loan and effective termination of the prior loan agreement with Hercules, this transaction was accounted for by the Company under the extinguishment accounting model.

The Company recorded a loss on extinguishment of debt of approximately $ 4.6 million in the Company’s statement of operations for the three and nine months ended September 30, 2024, representing the write-off of unamortized debt issuance costs and a prepayment charge.

The Company capitalized third party fees from the Initial Term Loan to debt issuance costs and capitalized the facility fee incurred with the Administrative Agent as part of the Initial Term Loan to debt discount.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

The Company incurred total financing and upfront costs of $ 6.0 million related to the Initial Term Loan which are recorded as debt issuance costs and debt discount costs and as an offset to loan payable on the Company’s consolidated balance sheet.

The debt issuance and debt discount costs are being amortized over the term of the debt using the straight-line method, which approximates the effective interest method, and will be included in interest expense in the Company’s consolidated statements of operations.

Amortization of debt issuance and debt discount costs was $ 5.6 million (including write off of remaining debt issuance balance under the First Amendment with Hercules), $ 2.4 million and $ 1.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company capitalized third party fees incurred in connection with the Initial Term Loan to debt issuance costs and capitalized the facility fee incurred with the Administrative Agent as part of the Initial Term Loan to debt discount.

The Company incurred total financing and upfront costs of $ 6.0 million related to the Initial Term Loan, which are recorded as debt issuance costs and debt discount costs and presented as an offset to loan payable on the Company’s consolidated balance sheet.

The debt issuance and debt discount costs are being amortized over the term of the debt using the straight-line method, which approximates the effective interest method, and are included in interest expense in the Company’s consolidated statements of operations.

Amortization of debt issuance and debt discount costs was $ 1.2 million, $ 2.0 million and $ 2.4 million for the years ended December 31, 2025, 2024 and 2023 , respectively.

At December 31, 2025 , the remaining unamortized balance of debt issuance and debt discount costs was $ 4.4 million.

The loan payable balance of the First Amendment as of December 31, 2024 and December 31, 2023, is as follows:

(in thousands)

Accreted Liability of final payment fee

unamortized debt issuance costs

principal payments

Total loan payable

current portion

Loan payable non-current

$ — $ 100,118

The loan payable balance of the Initial Term Loan as of December 31, 2024, is as follows:

The loan payable balance of the Initial Term Loan as of December 31, 2025 and 2024 , is as follows:

The Initial Term Loan

(in thousands)

$ 250,000 $ 250,000

Accreted Liability of final payment fee

250,000 250,000

unamortized debt issuance costs

( 4,355 ) ( 5,571 )

245,645 244,429

principal payments

Total loan payable

245,645 244,429

current portion

Loan payable non-current

$ 245,645 $ 244,429

NOTE 8 – LEASES

In October 2014, we entered into an agreement (the Office Agreement) with Fortress Biotech, Inc.

In October 2014, the Company entered into an agreement (the Office Agreement) with Fortress Biotech, Inc.

(FBIO) to occupy approximately 45 % of the 24,000 square feet of New York City office space leased by FBIO.

The Office Agreement requires us to pay our respective share of the average annual rent and other costs of the 15 -year lease.

We approximate an average annual rental obligation of $ 1.8 million under the Office Agreement.

We began to occupy this new space in April 2016, with rental payments beginning in the third quarter of 2016.

At January 1, 2019, we recognized a lease liability and corresponding right-of-use (ROU) asset of $ 9.5 million and $ 8.1 million, respectively, based on the present value of the remaining lease payments for all of our leased office spaces, the majority of which is comprised of our New York City office space.

The present values of our lease liability and corresponding ROU asset are $ 9.3 million and $ 7.2 million, respectively, as of December 31, 2024 .

Our leases have remaining lease terms of approximately one month to 7 years.

One lease has a renewal option to extend the lease for an additional term of five years.

The Office Agreement requires the Company to pay its respective share of the average annual rent and other costs of the 15 -year lease.

The Company estimates an average annual rental obligation of $ 1.8 million under the Office Agreement.

In connection with the Office Agreement, the Company pledged $ 1.3 million to secure a line of credit as a security deposit, which is recorded as restricted cash in the accompanying consolidated balance sheets.

The Company began to occupy this office space in April 2016, with rental payments beginning in the third quarter of 2016.

In February 2026, FBIO entered into a sublease agreement with a third party for the entirety of the New York City office space subject to the Office Agreement.

The Company remains obligated under the Office Agreement to pay its respective share of the rent and other related costs through the expiration of the lease term.

Under the terms of the arrangement, the Company may be required to fund its proportionate share of any shortfall between the head lease obligations and sublease income.

This transaction is expected to significantly reduce the Company’s net rent expense prospectively.

In October 2021, the Company finalized a five -year lease for office space in North Carolina (the NC Lease).

The Company estimates an average annual rental obligation of $ 0.2 million under the NC Lease.

The Company took possession of this space in February 2022, with rental payments beginning in April 2022.

TG Therapeutics, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

Also, in connection with this lease, in October 2014 we pledged $ 0.6 million to secure a line of credit as a security deposit for the Office Agreement, which has been recorded as restricted cash in the accompanying consolidated balance sheets.

Additional collateral of $ 0.6 million was pledged in April 2018 to increase the letter of credit for the office space.

In October 2019, we finalized a five -year lease for office space in New Jersey (the NJ Lease).

We averaged annual rental obligation of $ 0.3 million under the NJ Lease.

The NJ Lease expires on January 30, 2025 and will not be renewed.

In October 2021, we finalized a five -year lease for office space in North Carolina (the NC Lease).

We approximate an average annual rental obligation of $ 0.2 million under the NC Lease.

We took possession of this space in February 2022, with rental payments beginning in April 2022.

The present values of the Company's lease liability and corresponding Right-of-Use (ROU) asset are $ 8.1 million and $ 6.3 million, respectively, as of December 31, 2025 .

The Company's leases have remaining lease terms of two to six years.

One lease has a renewal option to extend the lease for an additional term of two years.

The following components of lease expense are included in the consolidated statements of operations for the year ended December 31, 2025 .

Operating lease cost was $ 1.9 million, $ 2.3 million and $ 2.2 million for the years ended December 31, 2025, 2024 and 2023 , respectively.

11 unchanged sentences

Present value of lease liabilities(*)

(*) As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date and considering the term of the lease to determine the present value of lease payments.

We used the incremental borrowing rate of 10.25 % on February 28, 2019, for leases that commenced prior to that date through December 31, 2021.

We used an incremental borrowing rate of 5.65 % for the NC lease.

(*) As the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date and considering the term of the lease to determine the present value of lease payments.

The Company used the incremental borrowing rate of 10.25 % on February 28, 2019, for operating leases that commenced prior to that date through December 31, 2021.

The Company used an incremental borrowing rate of 5.65 % for the NC lease.

NOTE 9 – INCOME TAXES

The components of net income before taxes are as follows:

For the year ended December 31,

(in thousands)

$ 107,739 $ 26,470 $ 13,583

( 349 ) ( 876 ) ( 521 )

Net income before taxes

$ 107,390 $ 25,594 $ 13,062

Income tax (benefit) expense consists of the following:

For the year ended December 31,

(in thousands)

8,211 2,211 390

Total current tax expense

$ 8,211 $ 2,211 $ 390

$ ( 335,077 ) $ — $ —

( 12,923 ) — —

Total deferred tax (benefit) expense

$ ( 348,000 ) $ — $ —

Income tax (benefit) expense

$ ( 339,789 ) $ 2,211 $ 390

TG Therapeutics, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

NOTE 9 – INCOME TAXES

We account for income taxes under the asset and liability method.

Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

In determining the need for a valuation allowance, management reviews both positive and negative evidence, including current and historical results of operations, future income projections and the overall prospects of our business.

Based upon management's assessment of all available evidence, we believe that it is more-likely-than- not that the deferred tax assets will not be realizable, and therefore, a valuation allowance has been established.

The valuation allowance for deferred tax assets was approximately $ 414.6 million and $ 418.3 million as of December 31, 2024 and 2023, respectively.

The Tax Cuts and Jobs Act of 2017 (“TCJA”) included changes to the treatment of research and development expenses under IRC Section 174.

Formerly, a company could deduct research and development expenses under IRC Section 174 as incurred.

Effective for tax years beginning after December 31, 2021, research and development expenses under IRC Section 174 are required to be capitalized, with an amortization period of 5 years for costs incurred in the US and 15 years for costs incurred in a non-US jurisdiction.

The Company incurred approximately $ 78.9 million and $ 61.8 million of US research and development costs and approximately $ 6.2 million and $ 13.9 million of non-US research and development costs that were capitalized during the years ended December 31, 2024 and 2023, respectively.

The Inflation Reduction Act of 2022 (“IRA”) was enacted on August 16, 2022.

3 unchanged sentences

At this time, it is not anticipated that the Corp AMT will be applicable for the Company.

As of December 31, 2024, we have U.S.

net operating loss carryforwards of approximately $ 2.0 billion and research and development credit carryforwards (“R&D credits”) of approximately $ 50.7 million.

For income tax purposes, these NOLs and R&D credits will expire in various amounts through 2045.

NOLs generated after 2017 do not expire.

The Tax Reform Act of 1986 contains provisions which limit the ability to utilize net operating loss carryforwards and R&D credit carryforwards in the case of certain events including significant changes in ownership interests.

The exchange transaction with TG Bio may have resulted in a “change in ownership” as defined by IRC Section 382 of the Internal Revenue Code of 1986, as amended.

Additionally, stock issuance activities may have resulted in a “change in ownership” as defined by IRC Section 382 of the Internal Revenue Code of 1986, as amended.

Accordingly, a substantial portion of the Company’s NOLs above may be subject to annual limitations in reducing any future year’s taxable income, and a substantial portion of the R&D Credit carryforwards may be subject to annual limitations in reducing any future year’s tax.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2024 and 2023 are presented below.

On July 4, 2025, the One Big Beautiful Bill Act (the OBBBA) was enacted in the United States.

Among other changes, the OBBBA modifies key business tax provisions, including restoring 100% bonus depreciation under Section 168 (k), reverting to the higher, EBITDA-based, business interest expense limitation under Section 163 (j) and reinstatement of expensing domestic research and development costs including those previously capitalized under Section 174.

Beginning in 2025 annual reporting, the Company adopted ASU 2023 - 09 prospectively.

See Note 1 - Organization and Summary of Significant Accounting Policies - Recently Issued Accounting Standards for additional details on the adoption of ASU 2023 - 09.

A reconciliation of the U.S.

federal statutory income tax rate to our effective tax rate for the year ending December 31, 2025 is as follows:

For the Year Ended

December 31, 2025

(in thousands)

Deferred tax assets:

Net operating loss carryforwards

Effective Tax Rate

federal statutory income tax rate

$ 22,552 21.0 %

Research and development credit

State and local income tax, net of federal income tax effect

( 6,440 ) ( 6.0 )%

Noncash compensation

Research and development (R&D) tax credit

( 7,352 ) ( 6.8 )%

Disallowed interest

Capitalized R&D Expenses

Changes in valuation allowance

( 357,904 ) ( 333.3 )%

Deferred tax asset, excluding valuation allowance

Nontaxable or nondeductible items:

Officer compensation limit

Excess tax benefit on stock-based compensation

( 8,118 ) ( 7.6 )%

Less valuation allowance

Other adjustments:

Limitation to tax attribute utilization

Tax effect and effective tax rate

$ ( 339,789 ) ( 316.4 )%

Net deferred tax assets

There was approximately $ 2.2 million of current income tax expense for the year ended December 31, 2024 .

Income tax expense differed from amounts computed by applying the US federal income tax rate of 21 % for the years ending December 31, 2024, 2023 and 2022 , to pretax income (loss) as follows:

Income tax expense differed from amounts computed by applying the US federal income tax rate of 21 % for the years ending December 31, 2024 and 2023, to pretax income as follows:

For the year ended December 31,

(in thousands)

Income (loss) before income taxes, as reported in the consolidated statements of operations

Income before income taxes, as reported in the consolidated statements of operations

$ 25,594 $ 13,062

3 unchanged sentences

State and local taxes

780 ( 700 ) ( 8,457 )

Research and development credits

5 unchanged sentences

Prior period state tax benefit

( 3,508 ) — —

Stock options

5 unchanged sentences

$ 2,211 $ 390

We file income tax returns in the U.S Federal and various state and local jurisdictions.

With certain exceptions, the Company is no longer subject to U.S.

Federal and state income tax examinations by tax authorities for years prior to 2021.

However, NOLs and tax credits generated from those prior years could still be adjusted upon audit.

The Company would recognize interest and penalties, if any, to uncertain tax position in income tax expense in the statement of operations.

There was no accrual for interest and penalties related to uncertain tax positions for 2024.

We do not believe that there will be a material change in our unrecognized tax positions over the next twelve months.

All of the unrecognized tax benefits, if recognized, would be offset by the valuation allowance.

Cash paid for income taxes, net of refunds received, by jurisdiction for the years ended December 31, 2025 are as follows:

For the year ended December 31,

(in thousands)

Cash paid for income taxes, net of refunds received

TG Therapeutics, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

Our deferred tax assets (liabilities) are as follows:

(in thousands)

Deferred tax assets:

Net operating loss carryforwards

$ 275,710 $ 294,046

Research and development credit

58,045 50,693

Noncash compensation

15,400 12,267

Capitalized R&D Expenses

14,753 49,681

27,966 10,335

Gross deferred tax assets

391,874 417,022

Deferred tax liabilities:

( 3,897 ) ( 2,408 )

Net deferred tax assets, excluding valuation allowance

387,977 414,614

Less valuation allowance

( 39,977 ) ( 414,614 )

Net deferred tax assets

$ 348,000 $ —

December 31, 2025, the Company has U.S.

federal net operating loss (NOL) carryforwards of approximately

$ 1.1 billion and research and development credit carryforwards (R&D credits) of approximately

$ 58.0 million.

For income tax purposes, these NOLs and R&D credits will expire in various amounts starting in

2029 and through 2046 , respectively.

NOLs generated after

The Tax Reform Act of

1986 contains provisions which limit the ability to utilize net operating loss carryforwards and R&D credit carryforwards in the case of certain events including significant changes in ownership interests.

Stock issuance activities

may have resulted in a “change in ownership” as defined by IRC Section

382 of the Internal Revenue Code of

1986, as amended.

Accordingly, a portion of the Company’s NOLs have been identified as subject to annual limitations in reducing any future year’s taxable income.

The Company has recorded approximately

$ 9.5 million of tax expense to reflect this limitation.

In addition, a portion of the R&D Credit carryforwards

may be subject to annual limitations in reducing any future year’s tax.

A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

Based on the relevant weight of positive and negative evidence, including improved and sustained profitability trends as well as consideration of the Company's expected future taxable earnings, the Company concluded that it is more likely than

not that its U.S.

federal and certain state deferred tax assets are realizable at

December 31, 2025.

The Company continues to maintain a full or partial valuation allowance against certain state attributes as of

December 31, 2025, because the Company concluded it is

not more likely than

not to be realized, as the Company expects certain state attribute generation in future years to exceed its ability to use these deferred tax assets.

The valuation allowance for deferred tax assets was approximately

$ 40.0 million and

$ 414.6 million as of

December 31, 2025 and

2024, respectively.

The Company files income tax returns in the U.S Federal and various state and local jurisdictions.

With certain exceptions, the Company is

no longer subject to U.S.

Federal and state income tax examinations by tax authorities for years prior to

However, NOLs and tax credits generated from those prior years could still be adjusted upon audit.

The Company would recognize interest and penalties, if any, to uncertain tax position in income tax expense in the statement of operations.

no accrual for interest and penalties related to uncertain tax positions for

NOTE 10 – LICENSE AGREEMENTS

BRIUMVI (Ublituximab)

In January 2012, we entered into an exclusive license agreement with LFB Biotechnologies, GTC Biotherapeutics and LFB/GTC LLC, all wholly-owned subsidiaries of LFB Group, relating to the development of ublituximab (the LFB License Agreement).

Under the terms of the LFB License Agreement, we have acquired the exclusive worldwide rights (exclusive of France/Belgium) for the development and commercialization of ublituximab.

For the period ended December 31, 2024 , we have incurred expenses of approximately $ 31.0 million related to the achievement of certain milestones of the LFB License Agreement.

In January 2012, the Company entered into an exclusive license agreement with LFB Biotechnologies, GTC Biotherapeutics and LFB/GTC LLC, all wholly-owned subsidiaries of LFB Group, relating to the development of ublituximab (the LFB License Agreement).

Under the terms of the LFB License Agreement, the Company acquired the exclusive worldwide rights (exclusive of France/Belgium) for the development and commercialization of ublituximab.

From the inception of the LFB License Agreement, the Company incurred expenses of approximately $ 31.0 million related to the achievement of certain milestones under the LFB License Agreement.

These expenses are included in other research and development expenses in the accompanying consolidated statements of operations.

As of December 31, 2024 , we had approximately zero recorded in accounts payable related to the LFB License Agreement.

The license will terminate on a country-by-country basis upon the expiration of the last licensed patent right or 15 years after the first commercial sale of a product in such country, unless the agreement is earlier terminated (i) by LFB if the Company challenges any of the licensed patent rights, (ii) by either party due to a breach of the agreement, or (iii) by either party in the event of the insolvency of the other party.

During the year ended December 31, 2024, the Company recorded $ 30.7 million related to the worldwide royalty due under the LFB License Agreement in cost of revenue based on U.S.

sales of BRIUMVI and as of December 31, 2024, approximately $ 10.3 million in royalties were payable under the LFB License Agreement.

In November 2012, we entered into an exclusive (within the territory) sublicense agreement with Ildong Pharmaceutical Co.

No further milestone payments remain payable under the LFB License Agreement.

LFB Group is eligible to receive royalty payments on net sales of ublituximab at a royalty rate that escalates from mid-single digits to high-single digits.

The license will terminate on a country-by-country basis upon the expiration of the last licensed patent right or fifteen years after the first commercial sale of a product in such country, unless the agreement is earlier terminated (i) by LFB if the Company challenges any of the licensed patent rights, (ii) by either party due to a breach of the agreement, or (iii) by either party in the event of the insolvency of the other party.

During the years ended December 31, 2025, 2024 and 2023 , the Company recorded $ 61.3 million, $ 30.7 million, and $ 8.7 million, respectively, related to the worldwide royalty due under the LFB License Agreement in cost of revenue based on U.S.

sales of BRIUMVI.

As of December 31, 2025 , approximately $ 19.2 million in royalties payable under the LFB License Agreement remained outstanding in accounts payable and accrued expenses.

In November 2012, the Company entered into an exclusive (within the territory) sublicense agreement with Ildong Pharmaceutical Co.

(Ildong) relating to the development and commercialization of ublituximab in South Korea and Southeast Asia.

Under the terms of the sublicense agreement, Ildong has been granted a royalty bearing, exclusive right, including the right to grant sublicenses, to develop and commercialize ublituximab in South Korea, Taiwan, Singapore, Indonesia, Malaysia, Thailand, Philippines, Vietnam, and Myanmar.

An upfront payment of $ 2.0 million, which was received in December 2012, net of $ 0.3 million of income tax withholdings, is being recognized as license revenue on a straight-line basis over the life of the agreement, which is through the expiration of the last licensed patent right or 15 years after the first commercial sale of a product in such country, unless the agreement is earlier terminated, and represents the estimated period over which we will have certain ongoing responsibilities under the sublicense agreement.

We recorded license revenue of approximately $ 0.2 million for each of the years ended December 31, 2024, 2023 and 2022 , and at December 31, 2024 and 2023 , have deferred revenue of approximately $ 0.2 million and $ 0.3 million, respectively, associated with this $ 2 million payment.

We may receive up to an additional $ 5.0 million in payments upon the achievement of pre-specified milestones.

In addition, upon commercialization, Ildong will make royalty payments to us on net sales of ublituximab in the sublicense territory.

Under the terms of the sublicense agreement, Ildong was granted a royalty bearing, exclusive right, including the right to grant sublicenses, to develop and commercialize ublituximab in South Korea, Taiwan, Singapore, Indonesia, Malaysia, Thailand, Philippines, Vietnam, and Myanmar.

An upfront payment of $ 2.0 million, which was received in December 2012, net of $ 0.3 million of income tax withholdings, is recognized as license revenue on a straight-line basis over the life of the agreement, which is through the expiration of the last licensed patent right or fifteen years after the first commercial sale of a product in such country, unless the agreement is earlier terminated, and represents the estimated period over which the Company has certain ongoing responsibilities under the sublicense agreement.

The Company recorded license revenue of approximately $ 0.2 million for each of the years ended December 31, 2025, 2024 and 2023 .

At December 31, 2025 and 2024 , the Company had deferred revenue of zero and $ 0.2 million, respectively, associated with this $ 2 million payment.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

The Company may receive up to an additional $ 5.0 million in payments upon the achievement of pre-specified milestones.

In addition, upon commercialization, Ildong will be required to make royalty payments to the Company on net sales of ublituximab in the sublicense territory.

Neuraxpharm Commercialization Agreement

In July 2023, the Company entered into the Commercialization Agreement with Neuraxpharm.

The Company granted Neuraxpharm the exclusive right to commercialize BRIUMVI in certain territories outside the United States, Canada, and Mexico, the commercialization rights for which had been previously retained by the Company, thus, and excluding certain Asian countries subject to previously existing partnerships.

Under the terms of the Commercialization Agreement, the Company received a one -time, non-refundable payment of $ 140.0 million upon contract execution (please refer to Note 2 – Revenue).

The Company received a $ 12.5 million milestone payment in 2024 upon the first key market commercial launch in the EU and is eligible to receive up to an additional $ 480.0 million in milestone-based payments on achievement of certain launch and commercial milestones.

In addition, TG will receive tiered double-digit royalties on net product sales up to 30 %.

Royalty revenue of $ 0.8 million was recognized during the year ended December 31, 2024.

In the event of a change of control of the Company (as defined in the Commercialization Agreement), the Company retains an option to buy back all rights under the Commercialization Agreement for a period of two years thereafter.

Under the terms of the Commercialization Agreement, the Company received a one -time, non-refundable payment of $ 140.0 million upon contract execution and a $ 12.5 million milestone payment upon the first key market commercial launch in the EU.

The Company is eligible to receive up to an additional $ 492.5 million in milestone-based payments upon achievement of certain launch and commercial milestones.

In addition, the Company will receive tiered double-digit royalties on net product sales up to 30 %.

During the years ended December 31, 2025 and 2024 , royalty revenue of $ 5.6 million and $ 0.8 million, respectively, was recognized.

The Company evaluated the Commercialization Agreement under ASC 606 and concluded that Neuraxpharm represents a customer in the transaction.

In accordance with this guidance, the Company identified the following commitments under the arrangement:

(i) the exclusive right to develop, sell, offer to sell and import the Product in the Territory (the License);

(ii) certain development and regulatory activities (the Development and Regulatory Activities).

The arrangement also provides Neuraxpharm with the right to make optional purchases of BRIUMVI (the Supply of Licensed Product).

These optional purchases are accounted for as a separate contract when the right to purchase BRIUMVI is exercised.

The consideration for optional purchases approximates a market-based price for BRIUMVI by Neuraxpharm in the Territory.

The consideration received for optional purchases is generally received in advance of shipment and is recognized by the Company as deferred revenue until the related performance obligation is met.

The performance obligation is met when control of the product passes to Neuraxpharm, at which time the optional purchases are recognized as a component of product revenue, net.

As of December 31, 2025 , the Company had $ 30.0 million of deferred revenue related to optional purchases for which the performance obligation had not been met.

This includes $ 1.8 million recorded in accounts receivable, net for consideration the Company has an unconditional right to receive from Neuraxpharm under the Commercialization Agreement.

The Company reevaluates the consideration received, and performance obligations satisfied, at the end of each reporting period.

Such reevaluations may result in a change to the amount of product revenue, net, recognized and deferred revenue.

In January 2024, the Company and its wholly-owned subsidiary, TG Cell Therapy, Inc., entered into the Precision License Agreement with Precision, pursuant to which Precision granted the Company certain exclusive and non-exclusive license rights to develop, manufacture, and commercialize Precision’s allogeneic CAR T therapy azercabtagene zapreleucel (azer-cel) for the treatment of autoimmune and other non-oncology diseases and conditions.

Pursuant to the Precision License Agreement, the Company made an upfront payment to Precision of $ 7.5 million, consisting of (i) $ 5.25 million in cash and (ii) $ 2.25 million, as an equity investment, for the purchase of 2,920,816 shares of Precision’s common stock.

In January 2025, the Company made a deferred payment of $ 2.5 million to Precision consisting of an equity investment in Precision’s common stock at a 100 % premium to the 30 -day volume-weighted average price (the 30 -day VWAP) prior to purchase.

Upon achievement of certain near-term clinical or time-based milestones, the Company will make a $ 7.5 million payment to Precision, a portion of which will also be an equity investment in Precision’s common stock at a 100 % premium to the 30 -day VWAP prior to purchase.

Precision will be eligible to receive up to $ 288 million in additional milestone payments based on the achievement of certain clinical, regulatory, and commercial milestones.

In addition, the Company is obligated to pay Precision high-single-digit to low-double-digit royalties on net sales of the licensed product on a country-by-country basis until the latest to occur of patent expiration, loss of regulatory exclusivity, and a period of ten years following the first commercial sale of the licensed product in such country.

As of December 31, 2025, none of the near-term clinical milestones have been achieved.

On February 10, 2025, the Company entered into the Strategic Platform License Agreement with MaxCyte, Inc (MaxCyte).

which granted a non-exclusive, non-transferable license for the Company to use MaxCyte’s cell loading technology (licensed technology) to develop and commercialize products for the treatment of autoimmune and other non-oncology diseases and conditions, including azer-cel, licensed by the Company from Precision in January 2024.

MaxCyte is eligible to receive royalty payments on net sales of approved products developed with the licensed technology at a royalty rate in the low-single digits.

Upon the achievement of the first dosing of a human subject in a pivotal trial for a product developed with the licensed technology the Company will make a $ 1.0 million payment to MaxCyte.

MaxCyte is also eligible to receive up to $ 13.0 million in additional milestone payments based on the achievement of certain regulatory marketing approvals.

The Company is required to pay an annual licensing fee of approximately $ 0.2 million for access to the licensed technology.

The Strategic Platform License Agreement expires on the ten -year anniversary unless the Company achieves at least one of the milestone events prior to that date.

The Company has the option, at its sole discretion, to extend the term of the Strategic Platform License Agreement beyond the initial ten years for successive renewal terms of five years each, as long as all applicable licensing fees and milestone payments are paid timely and the Company provides MaxCyte at least ninety days written notice prior to the expiration of the then-current term.

TG Therapeutics, Inc.

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Notes to Consolidated Financial Statements

In January 2018, we entered into a global exclusive license agreement with Jiangsu Hengrui, to acquire worldwide intellectual property rights, excluding Asia but including Japan, and for the research, development, manufacturing, and commercialization of products containing or comprising of any of Hengrui’s Bruton’s Tyrosine Kinase inhibitors containing the compounds of either TG- 1701 ( SHR1459 or EBI1459 ) or TG1702 ( SHR1266 or EBI1266 ).

Hengrui is eligible to receive milestone payments totaling approximately $ 350 million upon and subject to the achievement of certain milestones.

Various provisions allow for payments in conjunction with the agreement to be made in cash or our common stock, while others limit the form of payment.

Royalty payments in the low double digits are due on net sales of licensed products and revenue from sublicenses.

In January 2018, the Company entered into a global exclusive license agreement with Jiangsu Hengrui Medicine Co.

(Hengrui), to acquire worldwide intellectual property rights, excluding Asia but including Japan, for the research, development, manufacturing, and commercialization of products containing or comprising any of Hengrui’s Brutons Tyrosine Kinase inhibitors, containing the compounds of TG- 1701.

In September 2025, the Company and Jiangsu mutually agreed to terminate the license agreement for TG- 1701.

As a result, all rights to the program reverted to Jiangsu, and the Company has no further obligations for milestone or royalty payments.

anti- CD47/anti - CD19

In June 2018, the Company entered into a Joint Venture and License Option Agreement with Novimmune SA (Novimmune) to collaborate on the development and commercialization of Novimmune’s novel first -in-class anti- CD47/anti - CD19 bispecific antibody known as TG- 1801 (previously NI- 1701 ).

In April 2025, the Company and Novimmune mutually agreed to terminate the Joint Venture and License Option Agreement.

As a result, all rights to the program reverted to Novimmune, and the Company has no further obligations for milestone or royalty payments.

NOTE 11 – RELATED PARTY TRANSACTIONS

In July 2015, we entered into a Shared Services Agreement (the Shared Services Agreement) with FBIO to share the cost of certain services such as facilities use, personnel costs and other overhead and administrative costs.

This Shared Services Agreement requires us to pay our respective share of services utilized.

In connection with the Shared Services Agreement, we incurred expenses of approximately $ 1.3 million, $ 0.9 million and $ 1.3 million for shared services for the years ended December 31, 2024, 2023 and 2022 , respectively, primarily related to shared personnel.

Weiss, our Chairman and Chief Executive Officer, also serves as a director and Executive Vice Chairman, Strategic Development of FBIO.

In March 2015, we entered into the Collaboration Agreement with Checkpoint, a subsidiary of FBIO, for the development and commercialization of anti-PD- L1 and anti-GITR antibody research programs in the field of hematological malignancies.

In May 2016, as part of a broader agreement with Jubilant, we entered into a sublicense agreement (JBET Agreement) with Checkpoint for the development and commercialization of Jubilant’s novel BET inhibitor program in the field of hematological malignancies.

Weiss also serves as Chairman of the Board of Directors of Checkpoint.

Please refer to Note 8 - Leases for details regarding the Office Agreement with FBIO, as well as Note 10 - License Agreements for details regarding the Collaboration Agreement with Checkpoint.

In July 2015, the Company entered into a Shared Services Agreement (the Shared Services Agreement) with FBIO to share the cost of certain services, such as facilities use, personnel costs and other overhead and administrative costs.

The Shared Services Agreement requires the Company to pay its respective share of services utilized.

In connection with the Shared Services Agreement, the Company incurred expenses of approximately $ 1.2 million, $ 1.3 million, and $ 0.9 million for shared services for the years ended December 31, 2025, 2024 and 2023 , respectively, primarily related to shared personnel.

Weiss, the Company's Chairman and Chief Executive Officer, also serves as a director and Executive Vice Chairman, Strategic Development of FBIO.

Please refer to Note 8 - Leases for details regarding the Office Agreement with FBIO.

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Purchase Commitments

We contract with various third parties to conduct certain activities including clinical operations and contract manufacturing, and for the clinical and commercial supply of BRIUMVI.

Certain contracts contain non-cancellable features or require us to make binding forecasts for future purchases.

The Company contracts with various third parties to conduct certain activities including clinical operations and contract manufacturing, and for the clinical and commercial supply of BRIUMVI.

Certain contracts contain non-cancelable features or require the Company to make binding forecasts for future purchases.

As of December 31, 2025 , the Company had aggregate non-cancelable purchase commitments of $ 327.9 million, of which $ 102.3 million, $ 109.1 million, and $ 116.5 million are expected to be incurred in the years 2026 , 2027 and 2028 , respectively.

These amounts do not represent the Company's entire anticipated purchases in the future as the amounts of such obligations are dependent on the timing of future orders, and the terms of the agreement, which we believe at this time cannot be reasonably estimated.

See Note 7 – for a detail description of our loan agreement.

See Note 8 - for a detailed description of our lease arrangements in New York, New Jersey and North Carolina.

These amounts do not represent the Company's entire anticipated purchase requirements, as the amounts of such obligations will ultimately be dependent on the timing of future orders and the terms of the existing and future agreements, which cannot be reasonably estimated at this time.

See Note 7 – for a detail description of the Company's loan agreement.

See Note 8 - for a detailed description of the Company's lease arrangements in New York and North Carolina.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TG THERAPEUTICS, INC.

March 3, 2025

February 27, 2026

/s/ Michael S.

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Power, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any or all amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Form 10-K has been signed by the following persons on behalf of the Registrant on March 3, 2025, and in the capacities indicated:

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Form 10-K has been signed by the following persons on behalf of the Registrant on February 27, 2026, and in the capacities indicated:

/s/ Michael S.

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures