Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
Our common stock is listed on the Nasdaq Capital Market and trades under the symbol “TGTX”.
Holders
The number of record holders of our common stock as of February 23, 2026 was 196.
Dividends
We have never declared or paid any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of our board of directors.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information as of December 31, 2025, regarding the securities authorized for issuance under the TG Therapeutics, Inc. Amended and Restated 2012 Incentive Plan (the 2012 Incentive Plan) and the TG Therapeutics, Inc. 2022 Incentive Plan (the 2022 Incentive Plan).
Equity Compensation Plan Information
Number of
securities
remaining
available for
Number of
future issuance
securities to be
under equity
issued upon
Weighted-average
compensation
exercise of
exercise price of
plans (excluding
outstanding
outstanding
securities reflected
Plan Category
options
options
in column 1)
Equity compensation plans approved by security holders
4,204,816
$
6.82
6,650,149
Equity compensation plans not approved by security holders
—
—
—
Total
4,204,816
$
6.82
6,650,149
For information about all of our equity compensation plans see Note 6 to our Consolidated Financial Statements included in this report.
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Stock Performance Graph
The following graph compares the cumulative total stockholder return on our common stock for the period from December 31, 2020 through December 31, 2025, with the cumulative total return over such period on (i) the U.S. Index of The Nasdaq Stock Market and (ii) the Biotechnology Index of The Nasdaq Stock Market. The graph assumes an investment of $100 on December 31, 2020, in our common stock (at the adjusted closing market price) and in each of the indices listed above, and assumes the reinvestment of all dividends. Measurement points are December 31 of each year.
* $100 invested on December 31, 2020 in stock or index, including reinvestment of dividends. Fiscal Years ending December 31.
Sale of Unregistered Securities
Not applicable.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Neither we nor any affiliated purchaser repurchased any of our equity securities during the quarter ended December 31, 2025.
On August 2, 2024, the Company announced that its Board of Directors had authorized and approved the Prior Share Repurchase Program for up to $100 million of the currently outstanding shares of the Company’s common stock. Repurchases under the Prior Share Repurchase Program were made using open market purchases, privately negotiated transactions, block purchases or other methods in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. The Prior Share Repurchase Program did not have a fixed expiration date, may be suspended or discontinued at any time, and did not obligate us to acquire any particular amount of common stock. On September 3, 2025, the Company announced the completion of the Prior Share Repurchase Program.
On September 3, 2025, the Company announced that its Board of Directors had authorized and approved the 2025 Share Repurchase Program for up to $100 million of the currently outstanding shares of the Company’s common stock. Repurchases under the 2025 Share Repurchase Program may be made using open market purchases, privately negotiated transactions, block purchases or other methods in accordance with applicable federal securities laws, including Rule 10b-18 of 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 us to acquire any particular amount of our common stock.
ITEM 6. RESERVED
ITEM 7. MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis contains forward-looking statements regarding our business, operations, financial condition, and prospects. Forward-looking statements are based on various assumptions and estimates that are inherently subject to significant risks and uncertainties, and our results could differ materially from those anticipated as a result of many known or unknown factors, including, but not limited to, those factors discussed in “Risk Factors.” See also the “Special Cautionary Notice Regarding Forward-Looking Statements” included at the beginning of this Annual Report on Form 10-K.
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You should read the following discussion and analysis in conjunction with “Item 8. Financial Statements and Supplementary Data,” and our consolidated financial statements beginning on page F-1 of this report.
Overview
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. We also actively evaluate complementary products, technologies and companies for in-licensing, partnership, acquisition and/or investment opportunities.
Commercial Launch and Market Dynamics
BRIUMVI (ublituximab-xiiy), an anti-CD20 monoclonal antibody indicated for the treatment of relapsing forms of multiple sclerosis (RMS), was approved by the U.S. Food and Drug Administration (FDA) in December 2022 and commercially launched in the United States in January 2023. BRIUMVI is administered as a one-hour, twice per year infusion following the starting dose. Since launch, our commercialization efforts have focused on expanding prescriber awareness, increasing penetration across infusion centers and neurology practices, securing payer coverage, and supporting patient access within a competitive RMS treatment landscape.
We believe BRIUMVI’s clinical profile, including its one-hour infusion time and twice-annual dosing schedule, together with demonstrated efficacy and safety in pivotal trials and accumulating real-world experience, supports its positioning within the anti-CD20 therapeutic class. The anti-CD20 class represents a significant segment of the RMS market, reflecting physician familiarity with the mechanism of action and long-term treatment considerations. Our ability to expand adoption is dependent on continued execution across access and site-of-care pathways; however, uptake may be influenced by factors including established prescribing practices, patient switching dynamics, payer coverage and utilization management requirements, competitive contracting, site-of-care logistics, and evolving treatment guidelines.
In August 2023, we entered into a Commercialization Agreement with Neuraxpharm Pharmaceuticals, S.L. (Neuraxpharm), pursuant to which Neuraxpharm obtained rights to commercialize BRIUMVI outside the United States. Under the agreement, we are eligible to receive milestone payments, royalties and revenue from product supply to Neuraxpharm. The timing and magnitude of ex-U.S. revenues depend on country-specific regulatory approvals, pricing and reimbursement determinations, launch timing, and commercial uptake. We provide development, regulatory, and other support services as required under the agreement to facilitate commercialization activities in applicable territories.
The RMS market is highly competitive and includes numerous approved disease-modifying therapies with varying mechanisms of action, routes of administration, safety profiles, and dosing schedules. Competitive dynamics may be influenced by pricing and contracting strategies, payer utilization management practices, the introduction of new branded products or biosimilars, and broader healthcare system and macroeconomic conditions. Our ability to continue to grow BRIUMVI revenues will depend on sustained physician adoption, patient persistence and adherence, competitive differentiation within the anti-CD20 class, and continued access across commercial and government payers.
Our net product revenue is subject to gross-to-net adjustments, including mandatory government discounts and rebates, contractual rebates and chargebacks, trade discounts and allowances (including cash discounts), product returns, distribution fees, and patient support programs. These adjustments are influenced by payer mix, coverage determinations, contracting dynamics, and patient assistance utilization, and may fluctuate from period to period. As our commercial footprint expands and payer contracting strategies evolve, the magnitude and variability of these adjustments may change.
Pipeline and Lifecycle Management
In addition to the ongoing commercialization of BRIUMVI, we continue to invest in our commercial organization, infrastructure, and internal capabilities to support lifecycle management and potential expansion of the product’s clinical and commercial profile. A key area of focus is the development of a subcutaneous formulation of ublituximab, which is being evaluated as a potential alternative route of administration that may offer increased convenience and flexibility for patients and healthcare providers. We are also exploring the use of BRIUMVI in autoimmune indications outside of MS and are advancing early-stage development activities for azer-cel in autoimmune diseases. These programs reflect our broader strategy to enhance the durability of our portfolio and expand future therapeutic opportunities.
Beyond BRIUMVI, we continue to evaluate potential in-licensing and acquisition opportunities. These opportunities may include earlier-stage programs, complementary products, proprietary technologies, or other therapeutic approaches that could enhance our pipeline and support long-term growth. The scope, timing, and level of any such investments will depend on a range of factors, including scientific and clinical data, manufacturing feasibility, regulatory considerations, commercial readiness, available resources, and overall strategic and financial priorities.
Financial Overview and Key Components of our Operating Results
Although we have recently achieved profitability, we have historically incurred substantial operating losses since our inception and may continue to experience fluctuations in operating results. Despite the commercialization of BRIUMVI and the potential future commercialization of other product candidates, there can be no assurance that we will maintain profitability on an ongoing basis.
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For the twelve months ended December 31, 2025, we generated revenue of $616.3 million. Historically, our operating losses have been driven primarily by expenses related to research and development programs and selling, general and administrative costs associated with our operations and commercialization activities to date. Our operating results and cash flows have fluctuated in the past and may continue to vary significantly from period to period. We will need to generate substantial revenues to sustain profitability and positive cash flow over the long term.
As of December 31, 2025, our accumulated deficit was approximately $1.1 billion, and we had $199.5 million in cash and cash equivalents, and investment securities. Based on our current operating plan and results, we anticipate that our existing cash, cash equivalents, and investment securities, together with projected future revenues, will be sufficient to fund operations and meet our 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 our customers on extended payment terms, the timing and design of clinical trials for our product candidates, and the costs associated with licensing or acquiring new product candidates. We may seek significant additional financing in the future to support strategic initiatives and our ongoing and planned operations.
We expect our expenses to increase as we continue to grow and expand our clinical programs and pursue the potential commercialization of additional product candidates. We anticipate incurring significant research and development expenses related to these activities for the foreseeable future. The actual amount of cash needed to support these strategic initiatives will depend on many factors, including:
●
the timing and success of the ongoing commercialization of BRIUMVI and any other products for which we receive regulatory approval;
●
the costs and timing of clinical and commercial manufacturing supply arrangements for each product and product candidate;
●
the costs of expanding our sales, distribution, and other commercialization capabilities;
●
the costs and timing of regulatory approvals;
●
the progress of our clinical trials, including expenses to support the trials and milestone payments that may become payable under our license agreements;
●
our ability to establish and maintain strategic collaborations, including licensing and other arrangements;
●
the costs involved in enforcing or defending patent claims or other intellectual property rights; and
●
the extent to which we in-license or invest in other indications or product candidates.
Cost of Revenue
Cost of revenue consists primarily of royalties owed to our licensing partner for BRIUMVI sales, materials and third-party manufacturing costs, freight, distribution and logistics expenses, and overhead costs associated with our supply chain. Cost of revenue may also include excess or obsolete inventory adjustments, abnormal manufacturing costs, unabsorbed overhead, and manufacturing variances.
In accordance with our policy to expense costs associated with the manufacture of our products prior to regulatory approval, a portion of the manufacturing costs incurred to produce BRIUMVI before its FDA approval in December 2022 were expensed to research and development. As a result, a portion of the BRIUMVI units recognized as revenue during the years ended December 31, 2025, 2024 and 2023 are not included in the cost of product revenue during those periods.
As commercialization continues and pre-approval inventory has been fully depleted, we expect cost of revenue and gross margin to normalize to levels that reflect current commercial manufacturing costs, royalty payments, and supply chain expenses. Period-over-period fluctuations in cost of revenue may continue to occur based on the nature of our ordinary course of business operations, including production scheduling, manufacturing, inventory management, and the timing of overhead allocation.
Research and Development (R&D) Expenses (Other )
Our other research and development expenses consist primarily of external clinical and manufacturing costs, personnel-related expenses, milestone and licensing payments, and overhead costs supporting development activities. We recognize R&D costs as incurred. These expenses include:
●
External development costs , including amounts paid to contract research organizations (CROs), contract manufacturing organizations (CMOs), central laboratories, clinical trial sites, and other third-party service providers supporting our preclinical studies, clinical trials, process development and analytical testing;
●
Manufacturing and scale-up costs , including costs associated with producing preclinical and clinical supply and performing process development and optimization activities. Prior to FDA approval of BRIUMVI, all manufacturing costs for ublituximab were expensed to R&D as incurred. Following approval, manufacturing costs related to commercial supply are capitalized as inventory;
●
Personnel and employee-related expenses , including salaries, benefits, travel and non-cash share-based compensation for employees engaged in research, clinical development, medical, regulatory and manufacturing-support functions;
●
Milestone, licensing and collaboration expenses , including upfront payments and milestone obligations incurred under in-license and collaboration agreements; and
●
Facility and other overhead costs that support research and development activities.
S elling, General, and Administrative (SG&A) Expenses (Other)
Our other selling, general and administrative expenses consist primarily of expenses related to the commercialization of our approved products and the expenses required to maintain and support a growing commercial organization. These expenses include:
●
Commercial operations costs , including salaries and related expenses, benefits, incentives, and travel for sales, marketing, and commercial development team, as well as promotional programs, marketing initiatives, medical affairs, and reimbursement support services related to BRIUMVI;
●
Corporate and administrative personnel costs , including compensation and related expenses for executive, finance, accounting, business development, legal, human resources, and other administrative functions;
●
Professional fees , including legal services, patent-related costs associated with the protection and maintenance of our intellectual property and propriety technologies, accounting and audit services, consulting services, external legal advisors, and other external advisors supporting our operations;
●
Corporate infrastructure and facilities costs , including rent, utilities, insurance, information technology systems, and other overhead necessary for our day to day operations and to support our commercial and administrative activities;
●
Additional SG&A support functions , such as medical affairs, legal activities, market access, reimbursement operations, and compliance.
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Noncash Compensation Expense (R&D and SG&A)
Our results of operations include noncash compensation expenses as a result of stock-based compensation costs related to equity awards, restricted stock and options, granted to employees and non-employees. Stock-based compensation costs 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. Stock-based compensation expense for time-based restricted stock and options is recognized on a straight-line basis over the requisite service period. Stock-based compensation expense for awards that vest upon the achievement of milestones is recognized over the requisite service period when the achievement of such milestones becomes probable. 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. We recognize forfeitures as they occur.
RESULTS OF OPERATIONS
Comparison of the Years Ended December 31, 2025 and 2024
The following table summarizes the results of operations for the years ended December 31, 2025 and 2024:
(in thousands)
2025
2024
Change
Product revenue, net
$
606,928
$
313,728
$
293,200
License, milestone, royalty and other revenue
9,359
15,276
(5,917
)
Total Revenue
$
616,287
$
329,004
$
287,283
Costs and expenses:
Cost of revenue
100,714
38,486
62,228
Research and development:
Noncash compensation
16,618
11,160
5,458
Other research and development
143,597
83,131
60,466
Total research and development
160,215
94,291
65,924
Selling, general and administrative:
Noncash compensation
48,053
31,381
16,672
Other selling, general and administrative
183,981
122,917
61,064
Total selling, general and administrative
232,034
154,298
77,736
Total costs and expenses
492,963
287,075
205,888
Interest expense
26,727
24,028
2,699
Other income
(10,793
)
(7,693
)
(3,100
)
Total other expense, net
15,934
16,335
(401
)
Net income before taxes
107,390
25,594
81,796
Income tax benefit (expense)
339,789
(2,211
)
342,000
Net income
$
447,179
$
23,383
$
423,796
Product Revenue, net . Product revenue, net was approximately $606.9 million for the year ended December 31, 2025 compared to $313.7 million for the year ended December 31, 2024. Product revenue, net for both the year ended December 31, 2025 and 2024 consisted of net product sales of BRIUMVI in the United States of $594.1 million and $310.0 million, respectively. Also included in product revenue, net for the year ended December 31, 2025 and 2024 are sales of BRIUMVI to our ex-U.S. licensing partner, Neuraxpharm, of $12.8 million and $3.7 million, respectively. The increase in product revenue, net is a result of greater market penetration of BRIUMVI in the United States and from commercial product sales supplied to Neuraxpharm under the Commercialization Agreement.
License, Milestone, Royalty and Other Revenue. License, milestone, royalty and other revenue was $9.4 million for the year ended December 31, 2025 compared to approximately $15.3 million for the year ended December 31, 2024. License, milestone, royalty and other revenue for the year ended December 31, 2025 is comprised of $3.8 million consideration received for development and regulatory activities performed on behalf of Neuraxpharm in accordance with the Commercialization Agreement and $5.6 million of royalty revenue recognized under the Commercialization Agreement with Neuraxpharm (see Note 2 - Revenue for more information). License, milestone, royalty and other revenue for the year ended December 31, 2024 is predominately comprised of the recognition of the one-time $12.5 million milestone payment under the Commercialization Agreement for the first key market commercial launch of BRIUMVI in the EU.
Cost of Revenue. Cost of revenue for the year ended December 31, 2025 was $100.7 million compared to approximately $38.5 million for the year ended December 31, 2024. Cost of revenue for both the years ended December 31, 2025 and December 31, 2024 primarily consists of royalties owed to our licensing partner for BRIUMVI sales, third-party manufacturing, distribution and overhead costs. A portion of the manufacturing costs of BRIUMVI sold through the middle of the quarter ended March 31, 2025 was expensed as research and development prior to the FDA approval of BRIUMVI and therefore is not reflected in the cost of revenue. We depleted these inventories during the quarter ended March 31, 2025. Cost of revenue for the quarter ended December 31, 2025 also includes a $6.2 million inventory reserve.
Noncash Compensation Expense (Research and Development). Noncash compensation expense (research and development) related to equity incentive grants totaled $16.6 million for the year ended December 31, 2025, as compared to $11.2 million during the comparable period in 2024. The increase in noncash compensation expense was primarily due to greater recognition of noncash compensation expense for performance-based awards and the grant-date fair value of equity awards, including the impact of our increased stock price at which equity awards were granted, during the year ended December 31, 2025, as compared to the year ended December 31, 2024.
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Other Research and Development Expense . Other research and development expense totaled $143.6 million for the year ended December 31, 2025, as compared to $83.1 million during the prior year ended December 31, 2024. The increase in research and development expense was primarily due to an increase in manufacturing expense, including manufacturing and development costs incurred in connection with our subcutaneous ublituximab development work, increased clinical trial related expenses pertaining to our clinical pipeline, and increased personnel costs during the period ended December 31, 2025, as compared to the year ended December 31, 2024. This was partially offset by license and milestone expense incurred in 2024 pertaining to the Precision License Agreement.
Noncash Compensation Expense (Selling, General and Administrative). Noncash compensation expense (selling, general and administrative) related to equity incentive grants totaled $48.1 million for the year ended December 31, 2025, as compared to $31.4 million during the comparable period ended December 31, 2024. The increase in noncash compensation expense was primarily due to greater recognition of noncash compensation expense for performance and market-based equity awards, growth in headcount, and higher grant-date stock prices associated with equity awards granted during the year ended December 31, 2025, as compared to the year ended December 31, 2024.
Other Selling, General and Administrative. Other selling, general and administrative expenses totaled $184.0 million increased for the year ended December 31, 2025, as compared to $122.9 million during the prior year ended December 31, 2024. The increase was primarily due to marketing and media spend, and personnel-related costs associated with the commercialization of BRIUMVI during the year ended December 31, 2025.
Interest Expense. Interest expense for the year ended December 31, 2025 was $26.7 million compared to $24.0 million for the comparable period ended December 31, 2024. The $2.7 million increase was primarily attributable to higher interest expense incurred under the Initial Term Loan with Blue Owl during the year ended December 31, 2025, as compared to interest expense incurred under the prior smaller loan agreement with Hercules, which was outstanding for a portion of the year ended December 31, 2024 (see Note 7 – Loan Payable for more information).
Other Income. Other income increased by $3.1 million to $10.8 million for the year ended December 31, 2025, as compared to $7.7 million for the year ended December 31, 2024. The increase is mainly due to greater income earned from investments during the year ended December 31, 2025.
Income Tax Benefit (Expense). Income tax benefit totaled $339.8 million for the year ended December 31, 2025, as compared to income tax expense of $2.2 million during the comparable period ended December 31, 2024. The increase in income tax benefit is primarily driven by the release of our deferred tax asset valuation allowance during the year ended December 31, 2025.
Comparison of the Years Ended December 31, 2024 and 2023
The following table summarizes the results of operations for the years ended December 31, 2024 and 2023:
(in thousands)
2024
2023
Change
Product revenue, net
$
313,728
$
92,005
$
221,723
License, milestone, royalty and other revenue
15,276
141,657
(126,381
)
Total Revenue
$
329,004
$
233,662
$
95,342
Costs and expenses:
Cost of revenue
38,486
14,131
24,355
Research and development:
Noncash compensation
11,160
13,010
(1,850
)
Other research and development
83,131
63,182
19,949
Total research and development
94,291
76,192
18,099
Selling, general and administrative:
Noncash compensation
31,381
24,923
6,458
Other selling, general and administrative
122,917
97,783
25,134
Total selling, general and administrative
154,298
122,706
31,592
Total costs and expenses
287,075
213,029
74,046
Interest expense
24,028
12,615
11,413
Other income
(7,693
)
(5,044
)
(2,649
)
Total other expense, net
16,335
7,571
8,764
Net income before taxes
25,594
13,062
12,532
Income tax expense
(2,211
)
(390
)
(1,821
)
Net income
$
23,383
$
12,672
$
10,711
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Product Revenues, net . P roduct revenue, net was approximately $313.7 million for the year ended December 31, 2024 compared to $92.0 million for the year ended December 31, 2023. The increase in product revenue, net is driven by an increase in product shipments for BRIUMVI as a result of greater market penetration. BRIUMVI, was commercially launched in the U.S. in January 2023, following FDA approval.
License Revenue . License, milestone, royalty and other revenue was $15.3 million for the year ended December 31, 2024 compared to approximately $141.7 million for the year ended December 31, 2023. License, milestone, royalty and other revenue for the year ended December 31, 2024 is comprised of a $12.5 million milestone payment under the Neuraxpharm Commercialization Agreement for the first key market commercial launch of BRIUMVI in the EU, as well as consideration received for development and regulatory activities performed on behalf of Neuraxpharm in accordance with the Commercialization Agreement. License, milestone, royalty and other revenue for the year ended December 31, 2023 is predominantly comprised of recognition of the one-time $140.0 million non-refundable upfront payment under the Commercialization Agreement with Neuraxpharm (see Note 2 for more information).
Cost of Revenue. Cost of revenue for the year ended December 31, 2024 was $38.5 million compared to approximately $14.1 million for the year ended December 31, 2023. Cost of revenue for both the years ended December 31, 2024 and December 31, 2023 consists primarily of third-party manufacturing, distribution, overhead costs and royalties owed to our licensing partner for BRIUMVI sales. A portion of the manufacturing costs of BRIUMVI sold through the middle of the quarter ended March 31, 2025 was expensed as research and development prior to the FDA approval of BRIUMVI and therefore it is not reflected in the cost of revenue. We depleted these inventories during the quarter ended March 31, 2025. The cost of revenue for the years ended December 31, 2024 and December 31, 2023 includes $2.4 million and $1.5 million, respectively, of costs related to delivering regulatory support and development services to Neuraxpharm in accordance with the Commercialization Agreement.
Noncash Compensation Expense (Research and Development). Noncash compensation expense (research and development) related to equity incentive grants totaled $11.2 million for the year ended December 31, 2024, as compared to $13.0 million during the comparable period in 2023. The decrease in noncash compensation expense was primarily due to decreased vesting of milestone-based grants during the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Other Research and Development Expense . Other research and development expense increased for the year ended December 31, 2024, by approximately $19.9 million to $83.1 million as compared to the prior year ended December 31, 2023. The increase in other research and development expense during the year ended December 31, 2024 was primarily attributable to manufacturing and development costs incurred in connection with our ublituximab subcutaneous development work, increased personnel and costs associated with the Precision License Agreement incurred during the period.
Noncash Compensation Expense (Selling, General and Administrative). Noncash compensation expense (selling, general and administrative) related to equity incentive grants totaled $31.4 million for the year ended December 31, 2024, as compared to $24.9 million during the comparable period ended in 2023. The increase in noncash compensation expense was primarily due to greater recognition of noncash compensation expense for grants to executives during the year ended December 31, 2024.
Other Selling, General and Administrative. Other selling, general and administrative expenses increased for the year ended December 31, 2024, by approximately $25.1 million to $122.9 million as compared to the prior year ended December 31, 2023. The increase was primarily due to other selling, general and administrative costs, including personnel, consultants, and third parties associated with the commercialization of BRIUMVI during the year ended December 31, 2024.
Interest Expense. Interest expense for the year ended December 31, 2024 was $24.0 million compared to $12.6 million for the comparable period ended December 31, 2023. The $11.4 million increase is mainly due to $4.6 million of debt extinguishments costs incurred pertaining to the prior loan agreement with Hercules as well as increased interest expense pertaining to the Initial Term Loan with Blue Owl during the same period (see Note 7 for more information).
Other Income. Other income increased by $2.7 million to $7.7 million for the year ended December 31, 2024, as compared to $5.0 million for the year ended December 31, 2023. The increase is mainly due to greater accretion income earned from short-term investment securities during the year ended December 31, 2024, compared to the prior period.
Income Taxes. Income tax expense increased by $1.8 million to $2.2 million for the year ended December 31, 2024, as compared to $0.4 million for the year ended December 31, 2023. The increase is due to state tax liabilities incurred during the year ended December 31, 2024.
Material Cash Requirements and Contractual Obligations
Our material cash requirements primarily relate to the continued commercialization of BRIUMVI, including commercial operations, manufacturing and supply commitments, medical affairs activities, post-marketing requirements, and ongoing clinical development programs, as well as general and administrative expenses supporting our commercial-stage operations. Certain of these requirements arise from contractual commitments, while others are driven by our operating plan and the ordinary course of business.
We expect to fund these expenditures through existing cash, cash equivalents and investment securities, cash flows from BRIUMVI product sales, and, if needed, access to additional capital under the uncommitted portion of our term loan facility with Blue Owl or other financing sources.
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As of December 31, 2025, our contractual obligations consist primarily of purchase and supply commitments supporting the commercial and clinical manufacture of BRIUMVI. Certain of these agreements include non-cancelable provisions, minimum purchase requirements, or binding forecast commitments. We also maintain lease obligations for our office facilities in New York and North Carolina, which are expected to be funded through operating cash flows.
In addition, we are obligated to make interest and future principal payments under our term loan with Blue Owl, including scheduled quarterly amortization beginning in 2028. The timing and amount of payments may vary based on applicable interest rates and certain performance-related provisions.
We also enter into collaboration and license agreements that may require future milestone and royalty payments. Because these payments are contingent upon the achievement of specified events, they are not included in our contractual commitments but could become material in future periods.
Based on our current operating plan, financial resources, and projected results, we believe we have sufficient liquidity to fund operations and meet our material cash requirements for at least the next twelve months from the issuance of this Annual Report on Form 10-K. However, future capital requirements will depend on a number of factors, and additional financing may be required
Discussion of Cash Flows
The following table summarizes our cash flows for the years ended December 31, 2025 and 2024:
(in thousands)
2025
2024
Net cash used in operating activities
$
(24,772
)
$
(40,517
)
Net cash provided by (used in) investing activities
$
13,799
$
(1,036
)
Net cash (used in) provided by financing activities
$
(89,729
)
$
128,527
Net cash used in operating activities for the year ended December 31, 2025 was $24.8 million as compared to cash used in operating activities of $40.5 million for the year ended December 31, 2024, representing a $15.7 million improvement year over year.
The improvement was driven by higher net income in 2025, $447.2 million compared to $23.4 million in 2024, partially offset by a large non-cash deferred income tax benefit recorded in 2025 of $348.0 million. Operating cash flow also benefited from favorable working capital changes, including a decrease in inventory purchases, a $33.4 million year-over-year improvement, and an increase in accounts payable and accrued expenses, a $33.1 million improvement. These favorable impacts were partially offset by an increase in accounts receivable and other current assets in 2025 compared to 2024, which reduced operating cash flow year over year.
Overall, the reduced use of cash in operating activities reflects improved underlying operating performance and certain favorable working capital movements, partially offset by timing-related changes in receivables and other current assets.
Net cash provided by investing activities for the year ended December 31, 2025 was $13.8 million as compared to $1.0 million used in investing activities for the year ended December 31, 2024. The increase in net cash used in investing activities was primarily due to decreased investments in held-to-maturity securities during the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Net cash used in financing activities for the year ended December 31, 2025 was approximately $89.7 million as compared to net cash provided by financing activities of $128.5 million for the year ended December 31, 2024. Net cash used in financing activities during the year ended December 31, 2025 is mainly due to the repurchase of stock under our share repurchase program. Net cash provided by financing activities during the year ended December 31, 2024 is mainly due to the proceeds from the loan with Blue Owl, offset by the payoff of our prior loan with Hercules.
ATM Program
On August 8, 2025, we 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 we may issue and sell from time to time. The at-the-market program established under our prior shelf registration statement on Form S-3 pursuant to the At-the-Market Issuance Sales Agreement, dated September 2, 2022, with Cantor Fitzgerald & Co. and B. Riley Securities, Inc. has expired. We 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 our capital needs. We may also file additional registration statements in the future to maintain financing flexibility in support of our operations.
Debt Financings
On August 2, 2024 (the New Closing Date), we 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) to repay all outstanding principal and accrued interest and fees under our prior loan agreement with Hercules.
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 our 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.
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The Initial Term Loan is secured by a lien on substantially all of our assets and by guarantees from certain of our subsidiaries and contains customary covenants and representations. As of December 31, 2025, we were 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.
We evaluated whether the Initial Term Loan represented a debt modification or extinguishment of our 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 our prior loan agreement with Hercules, this transaction was accounted for by us under the extinguishment accounting model. We recorded a loss on extinguishment of debt of approximately $4.6 million in our statement of operations for the year ended December 31, 2024, representing the write-off of unamortized debt issuance costs and a prepayment charge. We 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.
We 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 our 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 our 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.
Leases
In October 2014, we 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 estimate an average annual rental obligation of $1.8 million under the Office Agreement. We began to occupy this office space in April 2016, with rental payments beginning in the third quarter of 2016. In connection with the Office Agreement, we 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. 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.
Total rental expense was approximately $1.9 million, $2.3 million and $2.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Future minimum lease commitments as of December 31, 2025 total, in the aggregate, approximately $10.5 million through December 31, 2031. Our future minimum lease commitments include our office leases in New York and North Carolina as of December 31, 2025.
OFF-BALANCE SHEET ARRANGEMENTS
We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.
CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT JUDGMENTS AND ESTIMATES
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities and the related disclosures of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the applicable period. Actual results may differ from these estimates under different assumptions or conditions.
We define critical accounting policies as those involving significant judgments and uncertainties and which may potentially result in materially different results under different assumptions and conditions. In applying these critical accounting policies, management exercises judgement to determine the appropriate assumptions to be used in making certain estimates. These estimates are subject to an inherent degree of uncertainty. Our critical accounting policies include the following:
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 we expect 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 determine which promised good or service is distinct and therefore considered a performance obligation. 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.
Product Revenue, Net . We recognize 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. Product revenue is recorded at the net sales price, or transaction price. We record product revenue reserves, which are classified as a reduction in product revenues, to account for the components of variable consideration. Variable consideration includes the following components, which are described below: chargebacks, government rebates, commercial payer rebates, trade discounts and allowances, product returns, and co-payment assistance.
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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 our customer account) or a liability (if the amount is expected to be settled with a cash payment). Our estimate of reserves for variable consideration is calculated using a consistent application of the expected value method, which is the sum of probability-weighted amounts in a range of possible consideration amounts. These estimates reflect our current contractual requirements, customer channel mix, changes to product price, government pricing calculations, and industry data. 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 our estimates. If actual results vary, we adjust these estimates, which could have an effect on earnings in the period of adjustment. For a complete discussion of the accounting for product revenue, see Note 1 – Organization and Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements.
License Revenue. Revenue recognized from license agreements may include royalties on sales, upfront, milestone and other payments, if any, under any current or future licensing agreements, including revenues related to the supply of our drug candidates or approved drugs to our various licensing partners under these types of contracts. For a complete discussion of the accounting for license revenue, see Note 1 – Organization and Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements.
Stock Compensation. 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.
Stock-based compensation expense for time-based restricted stock and options is recognized on a straight-line basis over the requisite service period. Stock-based compensation expense for awards that vest upon the achievement of milestones is recognized over the requisite service period when the achievement of such milestones becomes probable. 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. We recognize forfeitures as they occur.
Accrued Research and Development Expenses . As part of the process of preparing our financial statements, we are required to estimate our accrued expenses. This process involves reviewing open contracts, communicating with our personnel to identify services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of the actual cost. The majority of our service providers invoice us monthly for services performed or when contractual milestones are met. We make estimates of our accrued expenses as of each balance sheet date in our financial statements based on facts and circumstances known to us at that time. We periodically confirm the accuracy of our estimates with the service providers and make adjustments, if necessary. Examples of estimated accrued research and development expenses include:
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fees paid to contract research organizations (CROs) in connection with clinical studies;
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fees paid to contract manufacturing organizations (CMOs);
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fees paid to trial sites in connection with clinical studies; and
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fees paid to vendors associated with licenses/milestones.
We base our expenses related to clinical studies on our estimates of the services received and efforts expended pursuant to contracts with multiple CROs that conduct and manage clinical studies on our behalf. The financial terms of these agreements are subject to an initial negotiation, vary from contract to contract and may result in uneven payment flows. There may be instances in which payments made to our vendors will exceed the level of services provided and result in a prepayment of the clinical expense. Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of clinical trial milestones. In accruing certain service fees, we estimate the time period over which services will be performed, enrollment of patients, number of sites activated and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from our estimate, we adjust the accrual or prepaid accordingly. Although we do not expect our estimates to be materially different from amounts actually incurred, our understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in us reporting amounts that are too high or too low in any particular period.
Income Taxes . We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined as the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is established for deferred tax assets for which it is more likely than not that some portion or all of the deferred tax assets will not be realized. We periodically re-assess the need for a valuation allowance against our deferred tax assets based on all available evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, results of recent operations, and our historical earnings experience by taxing jurisdiction. Significant judgment is required in making this assessment.
We recognize the financial statement effects of a tax position when our assessment is that there is more than a 50% probability that the position will be sustained upon examination by a taxing authority based upon its technical merits. Uncertain tax positions are recorded based upon certain recognition and measurement criteria. Significant judgment is required in making this assessment, and, therefore, we re-evaluate uncertain tax positions and consider various factors, including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, information obtained during in-process audit activities, and changes in facts or circumstances related to a tax position. We adjust the amount of the liability to reflect any subsequent changes in the relevant facts and circumstances surrounding the uncertain tax positions.
RECENTLY ISSUED ACCOUNTING STANDARDS
Please refer to Note 1 – Organization and Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements for further discussion.
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