TG THERAPEUTICS, INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures. As of December 31, 2025, management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (Exchange Act)). Our disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were effective. Management ’ s Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO Framework. Our management has concluded that, as of December 31, 2025, our internal control over financial reporting was effective based on these criteria. 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 . Changes in 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. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. ITEM 9B. OTHER INFORMATION. Securities Trading Plans of Directors and Executive Officers ​During the three months ended December 31, 2025 , none of our directors or executive officers adopted or terminated a Rule 10b5 - 1 trading arrangement (as defined in Item 408 (a)( 1 )(i) of Regulation S-K) or adopted or terminated a non-Rule 10b5 - 1 trading arrangement (as defined in Item 408 (c) of Regulation S-K) for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c). ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. The information required by this Item is incorporated herein by reference from our Proxy Statement for our 2026 Annual Meeting of Stockholders. We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. ITEM 11. EXECUTIVE COMPENSATION. The information required by this Item is incorporated herein by reference from our Proxy Statement for our 2026 Annual Meeting of Stockholders. 65 Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The information required by this Item is incorporated herein by reference from our Proxy Statement for our 2026 Annual Meeting of Stockholders. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. The information required by this Item is incorporated herein by reference from our Proxy Statement for our 2026 Annual Meeting of Stockholders. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. The information required by this Item is incorporated herein by reference from our Proxy Statement for our 2026 Annual Meeting of Stockholders. PART IV ITEM 15. EXHIBITS and FINANCIAL STATEMENT SCHEDULES. (a) The following documents are filed as part of this Annual Report on Form 10-K: 1. Consolidated Financial Statements The following consolidated financial statements of TG Therapeutics, Inc. are filed as part of this report. Contents ​ Page Report of Independent Registered Public Accounting Firm (KPMG LLP, New York, NY, Audit Firm ID: 185) ​ F-1 ​ ​ ​ Consolidated Balance Sheets as of December 31, 2025 and 2024 ​ F-4 ​ ​ ​ Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 ​ F-5 ​ ​ ​ Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023 ​ F-6 ​ ​ ​ Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 ​ F-7 ​ ​ ​ Notes to Consolidated Financial Statements ​ F-8 2. Consolidated Financial Statement Schedules All schedules are omitted as the information required is inapplicable or the information is presented in the consolidated financial statements or the related notes. 3. Exhibits See Exhibit Index below. (b) The following exhibits are filed as part of this Annual Report on Form 10-K. Exhibit ​ Number Exhibit Description ​ ​ 3.1 Amended and Restated Certificate of Incorporation of TG Therapeutics, Inc. dated April 26, 2012 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2012). ​ ​ 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of TG Therapeutics, Inc. dated June 9, 2014 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 2014). ​3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of TG Therapeutics, Inc. dated June 16, 2021 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 21, 2021). 3.4 Certificate of Amendment to Amended and Restated Certificate of Incorporation of TG Therapeutics, Inc. dated June 14, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on June 17, 2024). ​3.5 Amended and Restated Bylaws of TG Therapeutics, Inc. dated July 18, 2014 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 21, 2014). ​ ​ 4.1 Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 10-K for the year ended December 31, 2011). ​ ​ 4.2 Description of Securities of TG Therapeutics, Inc. (incorporated by reference to Exhibit 4.5 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020). 10.2 Restricted Stock Subscription Agreement, effective December 29, 2011, by and between TG Therapeutics, Inc. and Michael Weiss (incorporated by reference to Exhibit 10.31 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2011). † ​ ​ 10.3 Amendment to Restricted Stock Agreement, dated July 12, 2013, by and between TG Therapeutics, Inc. and Michael S. Weiss (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 16, 2013). † 66 Table of Contents 10.4 Amendment to Restricted Stock Agreements, dated December 31, 2014, by and between TG Therapeutics, Inc. and Michael S. Weiss (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 7, 2015). † ​ ​ 10.5 Employment Agreement, effective December 29, 2011, between TG Therapeutics, Inc. and Sean A. Power (incorporated by reference to Exhibit 10.32 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2011). † ​ ​ 10.6 Restricted Stock Subscription Agreement, effective December 29, 2011 between TG Therapeutics, Inc. and Sean A. Power (incorporated by reference to Exhibit 10.33 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2011). † ​ ​ 10.7 Amendment to Restricted Stock Agreement, dated July 12, 2013, by and between TG Therapeutics, Inc. and Sean A. Power (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on July 16, 2013). † ​ ​ 10.8 Amendment to Restricted Stock Agreements, dated December 31, 2014, by and between TG Therapeutics, Inc. and Sean A. Power (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 7, 2015). † ​ ​ 10.9 License Agreement dated January 30, 2012, by and among TG Therapeutics, Inc., GTC Biotherapeutics, Inc., LFB Biotechnologies S.A.S. and LFB/GTC LLC (incorporated by reference to Exhibit 10.35 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2011). * ​ ​ 10.10 Sublicense Agreement, dated November 13, 2012, by and between TG Therapeutics, Inc. and Ildong Pharmaceutical Co. Ltd. (incorporated by reference to Exhibit 10.37 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2012). * ​ ​ 10.11 License Agreement by and between TG Therapeutics, Inc. and Ligand Pharmaceuticals Incorporated, dated June 23, 2014 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2014).* ​ ​ 10.12 License Agreement by and between TG Therapeutics, Inc. and Rhizen Pharmaceuticals SA, dated September 22, 2014 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 20, 2015). * ​ ​ 10.14 Sublicense Agreement by and between TG Therapeutics, Inc. and Checkpoint Therapeutics, Inc., dated May 27, 2016, (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2016). * ​ ​ 10.15 Amendment to Employment Agreement, effective January 1, 2017, by and between TG Therapeutics, Inc. and Michael S. Weiss (incorporated by reference to Exhibit 10.18 to the Registrant’s Form 10-K/A for the year ended December 31, 2016). † 10.16 Master Services Agreement by and between Samsung Biologics Co., Ltd. And TG Therapeutics, Inc., effective February 21, 2018 (incorporated by reference to the Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 2019). * ​ ​ 10.17 Warrant Agreement, dated February 28, 2019, by and between TG Therapeutics, Inc. and Hercules Capital, Inc. (incorporated by reference to the Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on March 5, 2019). ​ ​ 10.19 Warrant Agreement, dated February 28, 2019, by and between TG Therapeutics, Inc. and Hercules Technology III, L.P. (incorporated by reference to the Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on March 5, 2019). ​ ​ 10.20 Amended and Restated Collaboration Agreement by and between TG Therapeutics, Inc. and Checkpoint Therapeutics, Inc., dated June 19, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2019). * ​ ​ 10.21 Amended and Restated Employment Agreement by and between TG Therapeutics, Inc. and Michael S. Weiss, dated June 18, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10 Q for the quarter ended June 30, 2021). † ​ ​ 10.22 TG Therapeutics, Inc. 2022 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 23, 2022). † 10.23 Amendment to the TG Therapeutics, Inc. 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). † 10.24 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). † ​ ​ 10.25 Stock Tracking Unit Award Certificate (Cash Settlement Only Form). # 10.26 Stock Tracking Unit Award Certificate (Cash or Stock Settlement Form). # 10.27 Amended and Restated Warrant Agreement, dated March 31, 2023, by and between TG Therapeutics, Inc. and Hercules Capital Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended March 31, 2023). * 10.28 Amended and Restated Warrant Agreement, dated March 31, 2023, by and between TG Therapeutics, Inc. and Hercules Funding IV, LLC. (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended March 31, 2023). * 10.29 Amended and Restated Warrant Agreement, dated March 31, 2023, by and between TG Therapeutics, Inc. and Hercules Private Credit Fund 1 L.P. (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended March 31, 2023). * 67 Table of Contents 10.30 Amended and Restated Warrant Agreement, dated March 31, 2023, by and between TG Therapeutics, Inc. and Hercules Private Global Venture Growth Fund I L.P. (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 10-Q for the quarter ended March 31, 2023). * 10.31 Warrant Agreement, dated March 31, 2023, by and between TG Therapeutics, Inc. and Hercules Capital Inc. (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 10-Q for the quarter ended March 31, 2023).* 10.32 Warrant Agreement, dated March 31, 2023, by and between TG Therapeutics, Inc. and Hercules Private Credit Fund 1 L.P. (incorporated by reference to Exhibit 10.7 to the Registrant’s Form 10-Q for the quarter ended March 31, 2023). * 10.33 Warrant Agreement, dated March 31, 2023, by and between TG Therapeutics, Inc. and Hercules Private Global Venture Growth Fund I L.P. (incorporated by reference to Exhibit 10.8 to the Registrant’s Form 10-Q for the quarter ended March 31, 2023). * 10.34 Commercialization Agreement by and between TG Therapeutics, Inc. and Neuraxpharm Pharmaceuticals, S.L., dated as of July 28, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2023). * 10.35 License Agreement, dated January 7, 2024, by and between TG Therapeutics, Inc., TG Cell Therapy, Inc., and Precision BioSciences, Inc. (incorporated by reference to Exhibit 10.38 to the Registrant’s Form 10-K for the year ended December 31, 2023).* 10.36 Financing Agreement, dated August 2, 2024, by and among TG Therapeutics, Inc., certain subsidiaries of TG Therapeutics, Inc., various lenders from time to time party thereto, and Blue Owl Capital Corporation (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 2024).* 10.37 Master Services Agreement, effective October 8, 2024, by and among TG Therapeutics, Inc., Fujifilm Diosynth Biotechnologies North Carolina, Inc. and Fujifilm Diosynth Biotechnologies Denmark Aps (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended September 30, 2024).* 19.1 TG Therapeutics, Inc. Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Form 10-K for the year ended December 31, 2023). 21.1 Subsidiaries of TG Therapeutics, Inc. # ​ ​ 23.1 Consent of Independent Registered Public Accounting Firm (KPMG, LLP). # ​ ​ 24.1 Power of Attorney (included in signature page). ​ ​ 31.1 Certification of Principal Executive Officer. # ​ ​ 31.2 Certification of Principal Financial Officer. # ​ ​ 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. # ​ ​ 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. # 97.1 TG Therapeutics, Inc. Clawback Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Form 10-K for the year ended December 31, 2023). 101 The following financial information from TG Therapeutics, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, (v) the Notes to Consolidated Financial Statements. ​ ​ 104 Cover Page Interactive Data File (embedded within inline XBRL included as Exhibit 101). # Filed Herewith. † Indicates management contract or compensatory plan or arrangement. * Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K. ​ ​ TG Therapeutics, Inc. Consolidated Financial Statements ​ Page Report of Independent Registered Public Accounting Firm (KPMG LLP, New York, NY, Audit Firm ID: 185) F-1 ​ ​ Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 ​ ​ Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 F-5 ​ ​ Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023 F-6 ​ ​ Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 F-7 ​ ​ Notes to Consolidated Financial Statements F-8 ​ 68 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors TG Therapeutics, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of TG Therapeutics, Inc. and subsidiaries (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). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. 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, 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 These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter 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 As discussed in Note 1 to the consolidated financial statements, the Company records product revenue reserves, which are classified as a reduction in product revenues, to account for the components of variable consideration. Variable consideration includes chargebacks, government rebates, trade discounts and allowances, commercial payer rebates, 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 or a liability. The Company's estimates of reserves established for variable consideration are calculated based on 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. We identified the estimate of product revenue reserves related to co-payment assistance rebates and government rebates for Medicaid as a critical audit matter. The evaluation of these reserves involved especially challenging auditor judgment due to measurement uncertainty and limited historical data. The reserves are calculated by estimating which of the Company’s product revenue transactions will ultimately be subject to a related rebate and the amount of such rebate. There was limited historical data available for the Company to use in its determination of these key assumptions as the Company’s only product, BRIUMVI, was launched commercially in January 2023. 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 over the Company’s product revenue reserves process, including controls over determination of the key assumptions noted above. We evaluated the reserves related to co-payment assistance rebates and Medicaid rebates by developing an independent expectation based on external and internal information and comparing the result to the Company’s estimated reserves. 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. F-1 Table of Contents 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; and ● evaluating the Company’s application of tax regulations pertaining to certain deferred tax assets. /s/ KPMG LLP We have served as the Company’s auditor since 2021. New York, New York February 27, 2026 F-2 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors TG Therapeutics, Inc.: ​ Opinion on Internal Control Over Financial Reporting ​ We have audited TG Therapeutics, Inc. and subsidiaries' (the Company) 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. 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, 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. ​ Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ /s/ KPMG LLP ​ New York, New York February 27, 2026 F-3 Table of Contents TG Therapeutics, Inc. and Subsidiaries Consolidated Balance Sheets as of December 31 (in thousands, except share and per share amounts) December 31, December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 79,148 $ 179,894 Short-term investment securities 62,822 131,106 Accounts receivable, net 305,628 129,185 Inventories 125,586 110,458 Other current assets 57,580 15,716 Total current assets 630,764 566,359 Restricted cash 1,342 1,298 Long-term investment securities 59,136 808 Right of use assets 6,278 7,151 Deferred tax assets 348,000 — Long-term inventories 15,689 — Other noncurrent assets 2,044 2,074 Total assets $ 1,063,253 $ 577,690 Liabilities and stockholders’ equity Current liabilities: Accounts payable and accrued expenses $ 107,508 $ 58,296 Other current liabilities 2,124 4,627 Lease liability – current portion 1,044 1,157 Deferred revenue - current portion 21,234 11,414 Accrued compensation 21,850 15,185 Total current liabilities 153,760 90,679 Deferred revenue, non-current portion 8,807 12,085 Loan payable – non-current 245,645 244,429 Lease liability – non-current 7,021 8,133 Total liabilities 415,233 355,326 Commitments and contingencies Stockholders’ equity: Common stock, $ 0.001 par value per share ( 190,000,000 and 190,000,000 shares authorized, 158,849,596 and 156,204,159 shares issued, 155,305,953 and 155,836,256 shares outstanding at December 31, 2025 and December 31, 2024, respectively) 159 156 Additional paid-in capital 1,830,110 1,760,396 Treasury stock, at cost, 3,543,643 and 367,903 shares at December 31, 2025 and December 31, 2024 ( 100,234 ) ( 8,994 ) Accumulated deficit ( 1,082,015 ) ( 1,529,194 ) Total stockholders’ equity 648,020 222,364 Total liabilities and stockholders’ equity $ 1,063,253 $ 577,690 The accompanying notes are an integral part of the consolidated financial statements. ​ F-4 Table of Contents TG Therapeutics, Inc. and Subsidiaries Consolidated Statements of Operations for the Years Ended December 31 (in thousands, except share and per share amounts) 2025 2024 2023 Revenue: 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 492,963 287,075 213,029 Operating income 123,324 41,929 20,633 Other expense (income): Interest expense 26,727 24,028 12,615 Other income ( 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 ) Net income $ 447,179 $ 23,383 $ 12,672 Net income per common share: Basic $ 3.10 $ 0.16 $ 0.09 Diluted $ 2.77 $ 0.15 $ 0.09 Weighted-average shares outstanding: Basic 144,316,786 145,317,418 141,955,112 Diluted 161,412,746 160,336,051 148,508,465 The accompanying notes are an integral part of the consolidated financial statements. F-5 Table of Contents TG Therapeutics, Inc. and Subsidiaries Consolidated Statements of Stockholders ’ Equity for the Years Ended December 31 (in thousands, except share amounts) Additional Common Stock paid-in Treasury Stock Accumulated Shares Amount capital Shares Amount Deficit Total Balance at January 1, 2023 146,426,697 146 1,623,924 41,309 ( 234 ) ( 1,565,249 ) 58,587 Issuance of common stock in connection with exercise of options 246,156 * 1,534 — — — 1,534 Issuance of restricted stock 3,620,237 4 ( 4 ) — — — — Warrants issued with debt financing 595 595 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 — — — — — 12,672 12,672 Balance at December 31, 2023 151,465,598 151 1,713,162 41,309 ( 234 ) ( 1,552,577 ) 160,502 Issuance of common stock in connection with exercise of options 151,813 * 914 — — — 914 Issuance of restricted stock 4,751,729 5 ( 5 ) — — — — Issuance of common stock in connection with cashless exercise of warrants 129,792 * * — — — — Forfeiture of restricted stock ( 294,773 ) * * — — — — Repurchase of common stock — — — 326,594 ( 8,760 ) — ( 8,760 ) Compensation in respect of restricted stock granted to employees, directors and consultants — — 46,325 — — — 46,325 Net income — — — — — 23,383 23,383 Balance at December 31, 2024 156,204,159 156 1,760,396 367,903 ( 8,994 ) ( 1,529,194 ) 222,364 Issuance of common stock in connection with exercise of options 209,150 * 1,511 — — — 1,511 Issuance of restricted stock 2,822,875 3 ( 3 ) — — — — Forfeiture of restricted stock ( 386,588 ) * * — — — — Repurchase of common stock — — — 3,175,740 ( 91,240 ) — ( 91,240 ) Compensation in respect of restricted stock granted to employees, directors and consultants — — 68,206 — — — 68,206 Net income — — — — — 447,179 447,179 Balance at December 31, 2025 158,849,596 $ 159 $ 1,830,110 3,543,643 $ ( 100,234 ) $ ( 1,082,015 ) 648,020 * Amount less than one thousand dollars. The accompanying notes are an integral part of the consolidated financial statements. F-6 Table of Contents TG Therapeutics, Inc. and Subsidiaries Consolidated Statements of Cash Flows for the Years Ended December 31 (in thousands) 2025 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 447,179 $ 23,383 $ 12,672 Adjustments to reconcile net income to net cash used in operating activities: Loss on extinguishment of debt — 4,607 — Noncash stock compensation expense 64,670 42,541 37,933 Depreciation and amortization 59 68 211 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 185 212 212 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 298 754 — Change in fair value of notes payable 27 304 113 Change in inventory reserve 6,171 — — Changes in assets and liabilities: Increase in inventory ( 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 ( 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 held-to-maturity securities 237,500 310,900 96,229 Investment in held-to-maturity securities ( 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 — ( 107,553 ) — Issuance of common stock, net — — 46,296 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 ( 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: Interest $ 24,249 $ 18,470 $ 8,771 Income taxes $ 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. F-7 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements Unless the context requires otherwise, references in this report to “ TG, ” “ Company, ” “ we, ” “ us ” and “ our ” refer to TG Therapeutics, Inc. and our subsidiaries. NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES DESCRIPTION OF BUSINESS 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 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 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 The preparation of financial statements in conformity with U.S. 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, 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 Company's results of operations and financial position. 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. F- 8 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements RESTRICTED CASH 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, 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. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective interest method. A decline in the market value of any investment security below cost that is deemed to be other than temporary results in a reduction in the carrying amount to fair value. The impairment is charged to operations and a new cost basis for the security is established. Other-than-temporary impairment charges are included in interest and other income (expense), net. Dividend and interest income are recognized when earned. The Company's long-term investments also include approximately $ 1.3 million of equity securities consisting of common stock of Precision BioSciences, Inc. (Precision). Equity securities are recognized at their fair value in accordance with ASC 321, Investments – Equity Securities. Forward contracts to purchase equity securities that do not qualify as derivatives under ASC 815 are accounted for in accordance with ASC 321. These forward contracts are recorded at fair value at the balance sheet date. See Note 5 for further details. CREDIT RISK 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, 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, 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. Product revenue is recorded at the net sales price, or transaction price. The Company records 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. 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 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 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. If actual results vary, the Company adjusts these estimates, which could have an effect on earnings in the period of adjustment. Chargebacks: Chargebacks for discounts represent the Company’s estimated obligations resulting from contractual commitments to sell product to qualified healthcare providers and government agencies at prices lower than the list prices charged to the customers who directly purchase the product from the Company. The customers charge the Company for the difference between what the customers pay the Company for the product and the customers’ ultimate contractually committed or government-required lower selling price to the qualified healthcare providers. Government Rebates: Government rebates consist of Medicare, Tricare, and Medicaid rebates. These reserves are recorded in the same period the related revenue is recognized. 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. Commercial Payer Rebates: 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. F- 9 Table of Contents 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 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. Subject to certain limitations, the Company’s return policy allows for eligible returns of commercial products sold for credit under the following circumstances: ● receipt of damaged product; ● shipment errors that were a result of an error by the Company; ● expired product that is returned during the period beginning three months prior to the product’s expiration and ending six months after the expiration date; ● product subject to a recall; and ● product that the Company, at its sole discretion, has specified can be returned for credit. ​ 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: Co-payment assistance is provided to qualified patients with commercial insurance, whereby the Company may provide financial assistance to patients with prescription drug co-payments required by the patient's insurance provider. Reserves for co-payment assistance are recorded in the same period the related revenue is recognized. License Agreements – The Company generates revenue from license or similar agreements with pharmaceutical companies for the development and commercialization of certain products. 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, milestone-based payments, and royalties on sales of products. Licenses of intellectual property : If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes the transaction price allocated to the license as revenue upon transfer of control of the license. All other promised goods or services in the agreement are evaluated to determine if they are distinct. If they are not distinct, they are combined with other promised goods or services to create a bundle of promised goods or services that is distinct. Milestone payments : Contingent milestones at contract inception are estimated at the amount which is not probable of a material reversal and included in the transaction price using the most likely amount method. 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, 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 : For arrangements that include sales-based royalties and a license of intellectual property that is deemed to be the predominant item to which the royalties relate, revenue is recognized at the later of when the related sales occur or when the performance obligation to which some or all of the royalties have been allocated has been satisfied (or partially satisfied). Optional Purchases : The Company’s arrangements may provide the licensee the right to make optional purchases of the licensed product. 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 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 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. F- 10 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements COST OF REVENUE 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. 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. INVENTORY Inventories are stated at the lower of cost or estimated net realizable value, with cost based on the first -in- first -out method (FIFO). 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 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 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. Payments under these contracts may be uneven and depend on factors such as the achievement of certain events, the successful recruitment of patients, the completion of portions of the clinical trial, or similar conditions. 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. INCOME TAXES 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, as well as 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 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. 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. The Company recognizes interest and penalties related to uncertain income tax positions in income tax expense. Refer to Note 9 for further information. STOCK-BASED 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. 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. 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. 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. F- 11 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements 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 : December 31, 2025 2024 2023 Unvested restricted stock 12,011,850 10,343,555 8,139,037 Options 4,204,816 4,470,216 4,697,029 Warrants 165,214 165,214 312,272 Shares issuable upon note conversion 23,095 21,973 20,902 Total 16,404,975 15,000,958 13,169,240 The computation of basic and diluted earnings per share (EPS) is as follows: Year ended December 31, (in thousands, except share and per share data) 2025 2024 2023 Net income 447,179 23,383 12,672 Weighted-average common shares outstanding 144,316,786 145,317,418 141,955,112 Dilutive effect of potential common shares 17,095,960 15,018,633 6,553,353 Weighted-average common shares outstanding assuming dilution 161,412,746 160,336,051 148,508,465 Net income per share - basic 3.10 0.16 0.09 Net income per share - diluted 2.77 0.15 0.09 LONG-LIVED ASSETS AND GOODWILL 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 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. LEASES 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 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. F- 12 Table of Contents TG Therapeutics, Inc. and Subsidiaries 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 the guidance of ASC 606. The following table presents the Company's disaggregated revenue for the periods presented (in thousands): (in thousands) Year ended December 31, 2025 2024 2023 Total product revenue, net $ 606,928 $ 313,728 $ 92,005 License Revenue 152 152 140,153 Milestone Revenue — 12,500 — Royalty Revenue 5,615 801 — Other Revenue 3,592 1,823 1,504 Total Revenue $ 616,287 $ 329,004 $ 233,662 Product revenue, net The following table presents the Company's disaggregated BRIUMVI revenue by geography for the periods presented: (in thousands) Year ended December 31, 2025 2024 2023 BRIUMVI U.S. $ 594,105 $ 310,023 $ 88,786 International 12,823 3,705 3,219 Worldwide $ 606,928 $ 313,728 $ 92,005 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, 2025 2024 2023 Customer 1 42 % 42 % 41 % Customer 2 26 % 29 % 31 % Customer 3 18 % 15 % 16 % Customer 4 12 % 14 % 13 % 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, 2025 2024 Customer 1 38 % 32 % Customer 2 18 % 25 % Customer 3 27 % 25 % Customer 4 15 % 17 % F- 13 Table of Contents TG Therapeutics, Inc. and Subsidiaries 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 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 Amortized Gross Gross cost, as unrealized unrealized Estimated (in thousands) adjusted holding gains holding losses fair value Short-term obligations of domestic governmental agencies (maturing between January 2026 and December 2026) (held-to-maturity) $ 62,822 $ 130 $ — $ 62,952 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 Amortized Gross Gross cost, as unrealized unrealized Estimated adjusted holding gains holding losses fair value Short-term obligations of domestic governmental agencies (maturing between January 2025 and December 2025) (held-to-maturity) $ 131,106 $ 64 $ — $ 131,170 Total held-to-maturity investment securities $ 131,106 $ 64 $ — $ 131,170 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 the Company's inventory as of December 31, 2025 (in thousands): December 31, 2025 December 31, 2024 Raw Materials $ 12,960 $ 28,151 Work in Process 112,397 68,369 Finished Goods 22,089 13,938 Inventory, gross 147,446 110,458 Inventory Reserve ( 6,171 ) — Inventory, net $ 141,275 $ 110,458 Reported As: Inventory $ 125,586 $ 110,458 Long-term Inventory 15,689 — Total Inventory $ 141,275 $ 110,458 Inventory is stated at the lower of cost or net realizable value and consists of raw materials, work-in-process, and finished goods. 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 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. 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. F- 14 Table of Contents TG Therapeutics, Inc. and Subsidiaries 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 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; and ● Level 3 – unobservable inputs for which market data are not available. Equity Investments and Forward Contract Liabilities 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 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 . 5% Notes 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 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. 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. F- 15 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements The following tables provide the fair value measurements of applicable financial assets and liabilities as of December 31, 2025 and 2024 : Financial liabilities at fair value as of December 31, 2025 (in thousands) Level 1 Level 2 Level 3 Total Equity Investments $ 1,323 $ — $ — $ 1,323 Total Assets $ 1,323 $ — $ — $ 1,323 Forward Contract Liabilities — 1,412 — 1,412 5% Notes $ — $ — $ 689 $ 689 Total $ — $ 1,412 $ 689 $ 2,101 ​ Financial liabilities at fair value as of December 31, 2024 ​ Level 1 Level 2 Level 3 Total ​ ​ ​ ​ ​ Equity Investments $ 371 $ — $ — $ 371 Total Assets $ 371 $ — $ — $ 371 Forward Contract Liabilities $ — $ 3,129 $ — $ 3,129 5% Notes $ — $ — $ 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. 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. and B. 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. and B. Riley Securities, Inc. has expired. 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. F- 16 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements 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 The TG Therapeutics, Inc. Amended and Restated 2012 Incentive Plan (the 2012 Incentive Plan) was approved by stockholders in June 2020. As of December 31, 2025 , 3,216,638 shares of restricted stock and 1,982,316 options were outstanding, and no additional shares were available to be issued under the 2012 Incentive Plan. 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, 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. 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 $ 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 Certain employees, directors and consultants have been awarded restricted stock. The vesting terms associated with restricted stock may include service, performance, or market conditions. The following table summarizes restricted share activity for the years ended December 31, 2025, 2024 and 2023 : Weighted-average grant date fair Number of shares value Outstanding at January 1, 2023 8,732,286 16.12 Granted 3,620,237 13.77 Vested ( 2,500,263 ) 11.98 Forfeited ( 213,192 ) 12.14 Outstanding at December 31, 2023 9,639,068 17.05 Granted 4,751,729 18.27 Vested ( 2,252,438 ) 14.78 Forfeited ( 294,773 ) 13.49 Outstanding at December 31, 2024 11,843,586 18.22 Granted 2,822,875 30.57 Vested ( 2,267,992 ) 15.59 Forfeited ( 386,588 ) 13.33 Outstanding at December 31, 2025 12,011,881 $ 21.77 F- 17 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements 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 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 : Weighted- average Weighted- contractual Number of average term Aggregate shares exercise price (in years) intrinsic value Outstanding at January 1, 2023 5,135,685 $ 7.10 5.09 $ 25,064,799 Granted — — Exercised ( 246,156 ) 6.08 Forfeited ( 192,500 ) 11.30 Expired — — Outstanding at December 31, 2023 4,697,029 $ 6.98 4.10 $ 47,607,209 Granted — — Exercised ( 151,813 ) 6.02 Forfeited ( 75,000 ) 13.25 Expired — — Outstanding at December 31, 2024 4,470,216 $ 6.90 3.08 $ 103,691,060 Granted — — Exercised ( 209,150 ) 7.22 Forfeited ( 56,250 ) 12.08 Expired — — Outstanding at December 31, 2025 4,204,816 6.82 2.08 $ 96,673,515 Exercisable at December 31, 2025 3,565,226 6.78 2.18 $ 82,111,479 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, 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. The Company did not recognize stock-based compensation expense during the year ended December 31, 2025 for these milestone-based stock options. ​ Warrants 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. F- 18 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements ​ NOTE 7 – LOAN PAYABLE 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) 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 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 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 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 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 Initial Term Loan as of December 31, 2025 and 2024 , is as follows: The Initial Term Loan The Initial Term Loan December 31, December 31, (in thousands) 2025 2024 Loan payable $ 250,000 $ 250,000 Add: Accreted Liability of final payment fee — — 250,000 250,000 Less: unamortized debt issuance costs ( 4,355 ) ( 5,571 ) 245,645 244,429 Less: principal payments — — Total loan payable 245,645 244,429 Less: current portion — — Loan payable non-current $ 245,645 $ 244,429 NOTE 8 – LEASES 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 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. F- 19 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements 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. As of December 31, 2025 , the weighted-average remaining operating lease term was 5.2 years and the weighted-average discount rate for operating leases was 10.10 %. Cash paid for amounts included in the measurement of operating lease liabilities during the year ended December 31, 2025 was $ 2.1 million. The balance sheet classification of lease liabilities was as follows: December 31, December 31, (in thousands) 2025 2024 Liabilities Lease liability current portion $ 1,044 $ 1,157 Lease liability non-current 7,021 8,133 Total lease liability $ 8,065 $ 9,290 As of December 31, 2025 , the maturities of lease liabilities were as follows: Operating leases 2026 $ 2,080 2027 1,913 2028 1,827 2029 1,827 After 2030 2,889 Total lease payments 10,536 Less: interest ( 2,471 ) Present value of lease liabilities(*) $ 8,065 (*) 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) 2025 2024 2023 Domestic $ 107,739 $ 26,470 $ 13,583 Foreign ( 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) 2025 2024 2023 Current: Federal $ — $ — $ — State 8,211 2,211 390 Foreign — — — Total current tax expense $ 8,211 $ 2,211 $ 390 Deferred: Federal $ ( 335,077 ) $ — $ — State ( 12,923 ) — — Foreign — — — Total deferred tax (benefit) expense $ ( 348,000 ) $ — $ — Income tax (benefit) expense $ ( 339,789 ) $ 2,211 $ 390 F- 20 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements The Inflation Reduction Act of 2022 (“IRA”) was enacted on August 16, 2022. The IRA provided for a Corporate Alternative Minimum Tax (“Corp AMT”), applicable to tax years beginning after December 31, 2022. The Corp AMT will impose a 15% tax on companies with adjusted financial statement income of over $1 billion for U.S. based organizations. At this time, it is not anticipated that the Corp AMT will be applicable for the Company. 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) Tax Effect Effective Tax Rate U.S. federal statutory income tax rate $ 22,552 21.0 % State and local income tax, net of federal income tax effect ( 6,440 ) ( 6.0 )% Tax credits: Research and development (R&D) tax credit ( 7,352 ) ( 6.8 )% Changes in valuation allowance ( 357,904 ) ( 333.3 )% Nontaxable or nondeductible items: Officer compensation limit 6,213 5.8 % Excess tax benefit on stock-based compensation ( 8,118 ) ( 7.6 )% Other 324 0.3 % Other adjustments: Limitation to tax attribute utilization 9,477 8.8 % Other 1,459 1.4 % Tax effect and effective tax rate $ ( 339,789 ) ( 316.4 )% 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) 2024 2023 Income before income taxes, as reported in the consolidated statements of operations $ 25,594 $ 13,062 ​ ​ ​ Computed “expected” tax benefit $ 5,375 $ 2,743 ​ Increase (decrease) in income taxes resulting from: State and local taxes 780 ( 700 ) Research and development credits ( 4,637 ) ( 3,402 ) Officer Compensation Limitation 2,164 ( 740 ) Provision-to-return 11,733 ( 9,235 ) Prior period state tax benefit ( 3,508 ) — Other 646 245 Stock options ( 1,602 ) ( 10,616 ) Change in state tax rates ( 4,970 ) 4,141 Change in the balance of the valuation allowance for deferred tax assets ( 3,770 ) 17,954 ​ $ 2,211 $ 390 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) 2025 Federal $ 300 State: California 710 Kentucky 1,100 Mississippi 500 Tennessee 4,519 Other 750 Foreign — Cash paid for income taxes, net of refunds received $ 7,879 F- 21 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements Our deferred tax assets (liabilities) are as follows: ​ (in thousands) 2025 2024 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 Other 27,966 10,335 Gross deferred tax assets 391,874 417,022 Deferred tax liabilities: Other ( 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 $ — As of 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 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. 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. 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 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 2022 . 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 2025. NOTE 10 – LICENSE AGREEMENTS BRIUMVI (Ublituximab) 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. 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. Ltd. (Ildong) relating to the development and commercialization of ublituximab in South Korea and Southeast Asia. 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. F- 22 Table of Contents 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 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. Azer-cel 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. MaxCyte 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. F- 23 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements TG- 1701: BTK 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. TG- 1801: 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, 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. Mr. 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 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 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. Loan Payable ​ See Note 7 – for a detail description of the Company's loan agreement. Leases See Note 8 - for a detailed description of the Company's lease arrangements in New York and North Carolina. F-24 Table of Contents SIGNATURES 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. ​ ​ ​ Date: February 27, 2026 By: /s/ Michael S. Weiss ​ ​ Michael S. Weiss ​ ​ Chairman and Chief Executive Officer F-25 Table of Contents POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Michael S. Weiss and Sean A. 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 February 27, 2026, and in the capacities indicated: Signatures Title /s/ Michael S. Weiss Michael S. Weiss ​ Chairman, Chief Executive Officer and President ​ ​ ​ /s/ Sean A. Power Sean A. Power ​ Chief Financial Officer, Treasurer and Corporate Secretary ​ ​ ​ /s/ Laurence N. Charney Laurence N. Charney ​ Director ​ ​ ​ /s/ Yann Echelard Yann Echelard ​ Director ​ ​ ​ /s/ Kenneth Hoberman Kenneth Hoberman ​ Director ​ ​ ​ /s/ Daniel Hume Daniel Hume ​ Director ​ ​ ​ /s/ Sagar Lonial Sagar Lonial ​ Director F-26