{"url_path":"/sec/tgtx/10-k/2026/item-1c","section_key":"item-1c","section_title":"Item 1C CYBERSECURITY**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-02-27","source_url":"https://www.sec.gov/Archives/edgar/data/1001316/0001437749-26-006133-index.html","accession_number":"0001437749-26-006133","cik":"0001001316","ticker":"TGTX","issuer_name":"TG THERAPEUTICS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1001316/0001437749-26-006133-index.html","primary_entity_key":"0001001316","primary_entity_name":"TG THERAPEUTICS, INC."},"word_count":1393,"has_tables":true,"body_markdown":"**ITEM 1C. CYBERSECURITY**\n\n \n\n \n\n**Risk Management and Strategy**\n\n \n\nWe have implemented and maintain various information security processes designed to mitigate cybersecurity risks, on a case-by-case basis, to our critical computer networks, third party-hosted services, communications systems, hardware and software, and our critical data, including intellectual property, confidential information that is proprietary, strategic or competitive in nature, and data related to patients and clinical trials (IT Assets). The Company’s information security program, which is integrated into our overall risk management processes, evaluates threats posed by internal and external factors and supports daily operational functions that prevent unauthorized access or compromise.\n\n \n\nDepending on the environment, we implement and maintain various technical, physical, and organizational measures, processes, standards and policies designed to manage and mitigate material risks from cybersecurity threats to our IT Assets, which include implementing policies and guidelines governing the individual use and protection of IT Assets by employees, employee training, and leveraging the capability of *third*-party service providers to support our internal cybersecurity processes. These processes are aligned with the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF) and the Center for Internet Security Critical Security Controls (CIS Controls). We have implemented and maintain a documented information security incident response plan that is based on the NIST CSF and CIS Controls and is designed to support the identification, escalation, response to, and recovery from cybersecurity incidents in accordance with defined internal procedures and governance processes. The incident response plan is periodically reviewed and tested, and incidents are escalated to appropriate internal stakeholders based on the nature and potential impact of the event. We continue to monitor proposed cybersecurity disclosure rules from the SEC and alter our procedures accordingly.\n\n \n\nTo further improve the effectiveness of our information security processes, we engage third-party service organizations to support monitoring aspects of the Company’s information technology (IT) environment and perform assessments of certain security controls, and provide aggregate, informational monthly reports to our corporate IT Security Team regarding the results of such *third*-party assessments, training and vulnerability testing, data security posture, identified material cybersecurity risks and areas of improvement. \n\n \n\nRisks from cybersecurity threats have not materially affected us to date and, based on management's current assessment, are not reasonably likely to materially affect us, our business strategy, results of operations or financial condition. However, the scope and impact of any future cybersecurity incidents cannot be predicted and there can be no assurance that our information security program will be effective in preventing material cybersecurity incidents in the future. For a description of the risks from cybersecurity threats that *may*materially affect us and how they *may*do so, see our risk factors under Part *1.* Item *1A.* Risk Factors in this Annual Report on Form *10*-K, including the risk factor captioned “*Our internal information technology systems, or those of our third-party CROs, CMOs, or other contractors or consultants, may fail or suffer security breaches, which could result in a material disruption of our drug candidates*’*development programs and our commercialization of any products for which we receive regulatory approval*.”\n\n \n\n \n\n**Governance**\n\n \n\nThe Board and our Chief Executive Officer are responsible for oversight of the Company’s overall risk management program, including as to cybersecurity related risks, while management is responsible for the day-to-day risk management processes. The Board receives regular reports from our Chief Executive Officer, Chief Financial Officer and other members of management, regarding material cybersecurity threats and risks, effectiveness of our information security processes and status of ongoing cybersecurity initiatives and strategies. Our information technology (IT) team, which is overseen by our Vice President of IT, is responsible for the identification, assessment and management of cybersecurity risks we face and ensuring effective implementation of the Company’s overall cybersecurity efforts. Our Vice President of IT has over 25 years of experience in IT systems, including cybersecurity risk management and incident response, and holds multiple industry-recognized certifications. Our Vice President of IT receives regular reports from the corporate IT Security Team, together with information provided by our third-party service organizations that support monitoring of aspects of the Company’s IT environment, regarding the Company’s material cybersecurity threats and risks and the processes the Company has implemented to address them, which information is reported, as appropriate, to the Chief Financial Officer.\n\n \n\n**ITEM** **2. PROPERTIES.**\n\n ​\n\nWe maintain corporate and executive space in Morrisville, North Carolina and New York, New York. We are also currently leasing small office space in Boca Raton, Florida.\n\n \n\nWe believe that our existing facilities are adequate to meet our current requirements. We do not own any real property.\n\n \n\n**ITEM** **3. LEGAL PROCEEDINGS.**\n\n \n\nWe, and our subsidiaries, are not a party to, and our property is not the subject of, any material pending legal proceedings.\n\n \n\n**ITEM** **4. MINE SAFETY DISCLOSURES.**\n\n \n\nNone.\n\n \n\n54\n\n[Table of Contents](#toc)\n\n \n\n**PART** **II**\n\n \n\n**ITEM** **5. MARKET FOR REGISTRANT**’**S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.**\n\n \n\n**Market Information**\n\n \n\nOur common stock is listed on the Nasdaq Capital Market and trades under the symbol “TGTX”.\n\n \n\n**Holders**\n\n \n\nThe number of record holders of our common stock as of February 23, 2026 was 196.\n\n \n\n**Dividends**\n\n \n\nWe have never declared or paid any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of our board of directors.\n\n \n\n**Securities Authorized for Issuance Under Equity Compensation Plans**\n\n \n\nThe following table provides information as of December 31, 2025, regarding the securities authorized for issuance under the TG Therapeutics, Inc. Amended and Restated 2012 Incentive Plan (the 2012 Incentive Plan) and the TG Therapeutics, Inc. 2022 Incentive Plan (the 2022 Incentive Plan).\n\n \n\n**Equity Compensation Plan Information**\n\n \n\n \n \n \n \n \n \n \n \n \n\n**Number of**\n\n \n\n \n \n \n \n \n \n \n \n\n**securities**\n\n \n\n \n \n \n \n \n \n \n \n\n**remaining**\n\n \n\n \n \n \n \n \n \n \n \n\n**available for**\n\n \n\n \n \n\n**Number of**\n\n \n \n \n \n \n\n**future issuance**\n\n \n\n \n \n\n**securities to be**\n\n \n \n \n \n \n\n**under equity**\n\n \n\n \n \n\n**issued upon**\n\n \n \n\n**Weighted-average**\n\n \n \n\n**compensation**\n\n \n\n \n \n\n**exercise of**\n\n \n \n\n**exercise price of**\n\n \n \n\n**plans (excluding**\n\n \n\n \n \n\n**outstanding**\n\n \n \n\n**outstanding**\n\n \n \n\n**securities reflected**\n\n \n\n**Plan Category**\n\n \n\n**options**\n\n \n \n\n**options**\n\n \n \n\n**in column 1)**\n\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\nEquity compensation plans approved by security holders\n\n \n \n4,204,816\n \n \n$\n6.82\n \n \n \n6,650,149\n \n\nEquity compensation plans not approved by security holders\n\n \n \n—\n \n \n \n—\n \n \n \n—\n \n\nTotal\n\n \n \n4,204,816\n \n \n$\n6.82\n \n \n \n6,650,149\n \n\n \n\nFor information about all of our equity compensation plans see Note 6 to our Consolidated Financial Statements included in this report.\n\n \n\n55\n\n[Table of Contents](#toc)\n\n \n\n** Stock Performance Graph**\n\n \n\nThe following graph compares the cumulative total stockholder return on our common stock for the period from December 31, 2020 through December 31, 2025, with the cumulative total return over such period on (i) the U.S. Index of The Nasdaq Stock Market and (ii) the Biotechnology Index of The Nasdaq Stock Market. The graph assumes an investment of $100 on December 31, 2020, in our common stock (at the adjusted closing market price) and in each of the indices listed above, and assumes the reinvestment of all dividends. Measurement points are December 31 of each year.\n\n \n\n \n\n*****     $100 invested on December 31, 2020 in stock or index, including reinvestment of dividends. Fiscal Years ending December 31.\n\n \n\n** Sale of Unregistered Securities**\n\n \n\nNot applicable.\n\n \n\n** Purchases of Equity Securities by the Issuer and Affiliated Purchasers**\n\n \n\nNeither we nor any affiliated purchaser repurchased any of our equity securities during the quarter ended December 31, 2025.\n\n \n\nOn August 2, 2024, the Company announced that its Board of Directors had authorized and approved the Prior Share Repurchase Program for up to $100 million of the currently outstanding shares of the Company’s common stock. Repurchases under the Prior Share Repurchase Program were made using open market purchases, privately negotiated transactions, block purchases or other methods in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. The Prior Share Repurchase Program did not have a fixed expiration date, may be suspended or discontinued at any time, and did not obligate us to acquire any particular amount of common stock. On September 3, 2025, the Company announced the completion of the Prior Share Repurchase Program.\n\n \n\nOn September 3, 2025, the Company announced that its Board of Directors had authorized and approved the 2025 Share Repurchase Program for up to $100 million of the currently outstanding shares of the Company’s common stock. Repurchases under the 2025 Share Repurchase Program may be made using open market purchases, privately negotiated transactions, block purchases or other methods in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. The 2025 Share Repurchase Program does not have a fixed expiration date, may be suspended or discontinued at any time, and does not obligate us to acquire any particular amount of our common stock."}