{"url_path":"/sec/tgtx/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 RESERVED**","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":27332,"has_tables":true,"body_markdown":"**ITEM 6. RESERVED**\n\n \n\n \n\n**ITEM** **7. MANAGEMENT**’**S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.**\n\n \n\nThe following discussion and analysis contains forward-looking statements regarding our business, operations, financial condition, and prospects. Forward-looking statements are based on various assumptions and estimates that are inherently subject to significant risks and uncertainties, and our results could differ materially from those anticipated as a result of many known or unknown factors, including, but not limited to, those factors discussed in “Risk Factors.” See also the “Special Cautionary Notice Regarding Forward-Looking Statements” included at the beginning of this Annual Report on Form 10-K.\n\n \n\n56\n\n[Table of Contents](#toc)\n\n \n\nYou should read the following discussion and analysis in conjunction with “Item 8. Financial Statements and Supplementary Data,” and our consolidated financial statements beginning on page [F-1](#report) of this report.\n\n \n\n**Overview**\n\n \n\nTG Therapeutics is a fully integrated, commercial stage, biotechnology company focused on the acquisition, development and commercialization of novel treatments for B-cell diseases. In addition to a research pipeline, TG Therapeutics has received approval from the U.S. Food and Drug Administration (FDA) for BRIUMVI (ublituximab-xiiy) to treat adult patients with relapsing forms of multiple sclerosis (RMS), including clinically isolated syndrome, relapsing-remitting disease, and active secondary progressive disease, as well as approval from several regulatory agencies outside of the U.S. for BRIUMVI to treat adult patients with RMS who have active disease defined by clinical or imaging features. We also actively evaluate complementary products, technologies and companies for in-licensing, partnership, acquisition and/or investment opportunities.\n\n \n\n**Commercial Launch and Market Dynamics**\n\n \n\nBRIUMVI (ublituximab-xiiy), an anti-CD20 monoclonal antibody indicated for the treatment of relapsing forms of multiple sclerosis (RMS), was approved by the U.S. Food and Drug Administration (FDA) in December 2022 and commercially launched in the United States in January 2023. BRIUMVI is administered as a one-hour, twice per year infusion following the starting dose. Since launch, our commercialization efforts have focused on expanding prescriber awareness, increasing penetration across infusion centers and neurology practices, securing payer coverage, and supporting patient access within a competitive RMS treatment landscape.\n\n \n\nWe believe BRIUMVI’s clinical profile, including its one-hour infusion time and twice-annual dosing schedule, together with demonstrated efficacy and safety in pivotal trials and accumulating real-world experience, supports its positioning within the anti-CD20 therapeutic class. The anti-CD20 class represents a significant segment of the RMS market, reflecting physician familiarity with the mechanism of action and long-term treatment considerations. Our ability to expand adoption is dependent on continued execution across access and site-of-care pathways; however, uptake may be influenced by factors including established prescribing practices, patient switching dynamics, payer coverage and utilization management requirements, competitive contracting, site-of-care logistics, and evolving treatment guidelines.\n\n \n\nIn August 2023, we entered into a Commercialization Agreement with Neuraxpharm Pharmaceuticals, S.L. (Neuraxpharm), pursuant to which Neuraxpharm obtained rights to commercialize BRIUMVI outside the United States. Under the agreement, we are eligible to receive milestone payments, royalties and revenue from product supply to Neuraxpharm. The timing and magnitude of ex-U.S. revenues depend on country-specific regulatory approvals, pricing and reimbursement determinations, launch timing, and commercial uptake. We provide development, regulatory, and other support services as required under the agreement to facilitate commercialization activities in applicable territories.\n\n \n\nThe RMS market is highly competitive and includes numerous approved disease-modifying therapies with varying mechanisms of action, routes of administration, safety profiles, and dosing schedules. Competitive dynamics may be influenced by pricing and contracting strategies, payer utilization management practices, the introduction of new branded products or biosimilars, and broader healthcare system and macroeconomic conditions. Our ability to continue to grow BRIUMVI revenues will depend on sustained physician adoption, patient persistence and adherence, competitive differentiation within the anti-CD20 class, and continued access across commercial and government payers.\n\n \n\nOur net product revenue is subject to gross-to-net adjustments, including mandatory government discounts and rebates, contractual rebates and chargebacks, trade discounts and allowances (including cash discounts), product returns, distribution fees, and patient support programs. These adjustments are influenced by payer mix, coverage determinations, contracting dynamics, and patient assistance utilization, and may fluctuate from period to period. As our commercial footprint expands and payer contracting strategies evolve, the magnitude and variability of these adjustments may change.\n\n \n\n**Pipeline and Lifecycle Management**\n\n \n\nIn addition to the ongoing commercialization of BRIUMVI, we continue to invest in our commercial organization, infrastructure, and internal capabilities to support lifecycle management and potential expansion of the product’s clinical and commercial profile. A key area of focus is the development of a subcutaneous formulation of ublituximab, which is being evaluated as a potential alternative route of administration that may offer increased convenience and flexibility for patients and healthcare providers. We are also exploring the use of BRIUMVI in autoimmune indications outside of MS and are advancing early-stage development activities for azer-cel in autoimmune diseases. These programs reflect our broader strategy to enhance the durability of our portfolio and expand future therapeutic opportunities.\n\n \n\nBeyond BRIUMVI, we continue to evaluate potential in-licensing and acquisition opportunities. These opportunities may include earlier-stage programs, complementary products, proprietary technologies, or other therapeutic approaches that could enhance our pipeline and support long-term growth. The scope, timing, and level of any such investments will depend on a range of factors, including scientific and clinical data, manufacturing feasibility, regulatory considerations, commercial readiness, available resources, and overall strategic and financial priorities. \n\n \n\n**Financial Overview and Key Components of our Operating Results**\n\n \n\nAlthough we have recently achieved profitability, we have historically incurred substantial operating losses since our inception and may continue to experience fluctuations in operating results. Despite the commercialization of BRIUMVI and the potential future commercialization of other product candidates, there can be no assurance that we will maintain profitability on an ongoing basis.\n\n \n\n57\n\n[Table of Contents](#toc)\n\n \n\nFor the twelve months ended December 31, 2025, we generated revenue of $616.3 million. Historically, our operating losses have been driven primarily by expenses related to research and development programs and selling, general and administrative costs associated with our operations and commercialization activities to date. Our operating results and cash flows have fluctuated in the past and may continue to vary significantly from period to period. We will need to generate substantial revenues to sustain profitability and positive cash flow over the long term.\n\n \n\nAs of December 31, 2025, our accumulated deficit was approximately $1.1 billion, and we had $199.5 million in cash and cash equivalents, and investment securities. Based on our current operating plan and results, we anticipate that our existing cash, cash equivalents, and investment securities, together with projected future revenues, will be sufficient to fund operations and meet our liquidity needs for more than twelve months after the date of issuance of this Annual Report on Form 10-K.\n\n \n\nThe actual level of cash required for operations will depend on numerous factors, including, among others, the scope of commercialization activities for BRIUMVI, the timing of collection of receivables from our customers on extended payment terms, the timing and design of clinical trials for our product candidates, and the costs associated with licensing or acquiring new product candidates. We may seek significant additional financing in the future to support strategic initiatives and our ongoing and planned operations.\n\n \n\nWe expect our expenses to increase as we continue to grow and expand our clinical programs and pursue the potential commercialization of additional product candidates. We anticipate incurring significant research and development expenses related to these activities for the foreseeable future. The actual amount of cash needed to support these strategic initiatives will depend on many factors, including:\n\n \n\n●\n\nthe timing and success of the ongoing commercialization of BRIUMVI and any other products for which we receive regulatory approval;\n\n●\n\nthe costs and timing of clinical and commercial manufacturing supply arrangements for each product and product candidate;\n\n●\n\nthe costs of expanding our sales, distribution, and other commercialization capabilities;\n\n●\n\nthe costs and timing of regulatory approvals;\n\n●\n\nthe progress of our clinical trials, including expenses to support the trials and milestone payments that may become payable under our license agreements;\n\n●\nour ability to establish and maintain strategic collaborations, including licensing and other arrangements;\n\n●\nthe costs involved in enforcing or defending patent claims or other intellectual property rights; and\n\n●\nthe extent to which we in-license or invest in other indications or product candidates.\n\n \n\n*Cost of Revenue*\n\n \n\nCost of revenue consists primarily of royalties owed to our licensing partner for BRIUMVI sales, materials and third-party manufacturing costs, freight, distribution and logistics expenses, and overhead costs associated with our supply chain. Cost of revenue may also include excess or obsolete inventory adjustments, abnormal manufacturing costs, unabsorbed overhead, and manufacturing variances.\n\n \n\nIn accordance with our policy to expense costs associated with the manufacture of our products prior to regulatory approval, a portion of the manufacturing costs incurred to produce BRIUMVI before its FDA approval in December 2022 were expensed to research and development. As a result, a portion of the BRIUMVI units recognized as revenue during the years ended December 31, 2025, 2024 and 2023 are not included in the cost of product revenue during those periods.​\n\n \n\nAs commercialization continues and pre-approval inventory has been fully depleted, we expect cost of revenue and gross margin to normalize to levels that reflect current commercial manufacturing costs, royalty payments, and supply chain expenses. Period-over-period fluctuations in cost of revenue may continue to occur based on the nature of our ordinary course of business operations, including production scheduling, manufacturing, inventory management, and the timing of overhead allocation.\n\n \n\n*Research and Development (R&D) Expenses (Other)*\n\n \n\nOur other research and development expenses consist primarily of external clinical and manufacturing costs, personnel-related expenses, milestone and licensing payments, and overhead costs supporting development activities. We recognize R&D costs as incurred. These expenses include:\n\n \n\n●\n\n*External development costs*, including amounts paid to contract research organizations (CROs), contract manufacturing organizations (CMOs), central laboratories, clinical trial sites, and other third-party service providers supporting our preclinical studies, clinical trials, process development and analytical testing;\n\n●\n\n*Manufacturing and scale-up costs*, including costs associated with producing preclinical and clinical supply and performing process development and optimization activities. Prior to FDA approval of BRIUMVI, all manufacturing costs for ublituximab were expensed to R&D as incurred. Following approval, manufacturing costs related to commercial supply are capitalized as inventory;\n\n●\n\n*Personnel and employee-related expenses*, including salaries, benefits, travel and non-cash share-based compensation for employees engaged in research, clinical development, medical, regulatory and manufacturing-support functions;\n\n●\n\n*Milestone, licensing and collaboration expenses*, including upfront payments and milestone obligations incurred under in-license and collaboration agreements; and\n\n●\n\nFacility and other overhead costs that support research and development activities.\n\n \n\n**S***elling, General, and Administrative (SG&A) Expenses (Other)*\n\n \n\nOur other selling, general and administrative expenses consist primarily of expenses related to the commercialization of our approved products and the expenses required to maintain and support a growing commercial organization. These expenses include:\n\n \n\n●\n\n*Commercial operations costs*, including salaries and related expenses, benefits, incentives, and travel for sales, marketing, and commercial development team, as well as promotional programs, marketing initiatives, medical affairs, and reimbursement support services related to BRIUMVI;\n\n●\n\n*Corporate and administrative personnel costs*, including compensation and related expenses for executive, finance, accounting, business development, legal, human resources, and other administrative functions;\n\n●\n\n*Professional fees*, including legal services, patent-related costs associated with the protection and maintenance of our intellectual property and propriety technologies, accounting and audit services, consulting services, external legal advisors, and other external advisors supporting our operations;\n\n●\n\n*Corporate infrastructure and facilities costs*, including rent, utilities, insurance, information technology systems, and other overhead necessary for our day to day operations and to support our commercial and administrative activities;\n\n●\n\n*Additional SG&A support functions*, such as medical affairs, legal activities, market access, reimbursement operations, and compliance.\n\n \n\n58\n\n[Table of Contents](#toc)\n\n \n\n**Noncash Compensation Expense (R&D and SG&A)**\n\n \n\nOur results of operations include noncash compensation expenses as a result of stock-based compensation costs related to equity awards, restricted stock and options, granted to employees and non-employees. Stock-based compensation costs are measured at the date of grant based on the fair value of the award. We estimate the grant date fair value of options, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. Equity awards with market conditions are valued using advanced option-pricing models, such as a Monte Carlo simulation. The effect of a market condition is reflected in the award’s fair value on the grant date. For time-based or performance-based restricted stock, the fair value is based on the market value of our common stock on the date of grant. Stock-based compensation expense for time-based restricted stock and options is recognized on a straight-line basis over the requisite service period. Stock-based compensation expense for awards that vest upon the achievement of milestones is recognized over the requisite service period when the achievement of such milestones becomes probable. Stock-based compensation expense for an award that has a market condition is recognized over the requisite service period, which is derived from the valuation model, even if the market condition is never satisfied. We recognize all stock-based payments to employees and non-employee directors (as compensation for service) as noncash compensation expense in the consolidated financial statements. We recognize forfeitures as they occur. \n\n \n\n**RESULTS OF OPERATIONS**\n\n \n\n**Comparison of the Years Ended December 31, 2025 and 2024**\n\n \n\nThe following table summarizes the results of operations for the years ended December 31, 2025 and 2024:\n\n \n\n(in thousands)\n\n \n\n**2025**\n\n \n \n\n**2024**\n\n \n \n\n**Change**\n\n \n\nProduct revenue, net\n\n \n$\n606,928\n \n \n$\n313,728\n \n \n$\n293,200\n \n\nLicense, milestone, royalty and other revenue\n\n \n \n9,359\n \n \n \n15,276\n \n \n \n(5,917\n)\n\nTotal Revenue\n\n \n$\n616,287\n \n \n$\n329,004\n \n \n$\n287,283\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\nCosts and expenses:\n\n \n \n \n \n \n \n \n \n \n \n \n \n\nCost of revenue\n\n \n \n100,714\n \n \n \n38,486\n \n \n \n62,228\n \n\nResearch and development:\n\n \n \n \n \n \n \n \n \n \n \n \n \n\nNoncash compensation\n\n \n \n16,618\n \n \n \n11,160\n \n \n \n5,458\n \n\nOther research and development\n\n \n \n143,597\n \n \n \n83,131\n \n \n \n60,466\n \n\nTotal research and development\n\n \n \n160,215\n \n \n \n94,291\n \n \n \n65,924\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\nSelling, general and administrative:\n\n \n \n \n \n \n \n \n \n \n \n \n \n\nNoncash compensation\n\n \n \n48,053\n \n \n \n31,381\n \n \n \n16,672\n \n\nOther selling, general and administrative\n\n \n \n183,981\n \n \n \n122,917\n \n \n \n61,064\n \n\nTotal selling, general and administrative\n\n \n \n232,034\n \n \n \n154,298\n \n \n \n77,736\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\nTotal costs and expenses\n\n \n \n492,963\n \n \n \n287,075\n \n \n \n205,888\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\nInterest expense\n\n \n \n26,727\n \n \n \n24,028\n \n \n \n2,699\n \n\nOther income\n\n \n \n(10,793\n)\n \n \n(7,693\n)\n \n \n(3,100\n)\n\nTotal other expense, net\n\n \n \n15,934\n \n \n \n16,335\n \n \n \n(401\n)\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\nNet income before taxes\n\n \n \n107,390\n \n \n \n25,594\n \n \n \n81,796\n \n\nIncome tax benefit (expense)\n\n \n \n339,789\n \n \n \n(2,211\n)\n \n \n342,000\n \n\nNet income\n\n \n$\n447,179\n \n \n$\n23,383\n \n \n$\n423,796\n \n\n \n\n**Product Revenue, net***.*Product revenue, net was approximately $606.9** **million for the year ended December 31, 2025 compared to $313.7 million for the year ended December 31, 2024. Product revenue, net for both the year ended December 31, 2025 and 2024 consisted of net product sales of BRIUMVI in the United States of $594.1 million and $310.0 million, respectively. Also included in product revenue, net for the year ended December 31, 2025 and 2024 are sales of BRIUMVI to our ex-U.S. licensing partner, Neuraxpharm, of $12.8 million and $3.7 million, respectively. The increase in product revenue, net is a result of greater market penetration of BRIUMVI in the United States and from commercial product sales supplied to Neuraxpharm under the Commercialization Agreement.\n\n \n\n**License, Milestone, Royalty and Other** **Revenue.**License, milestone, royalty and other revenue was $9.4 million for the year ended December 31, 2025 compared to approximately $15.3** **million for the year ended December 31, 2024. License, milestone, royalty and other revenue for the year ended December 31, 2025 is comprised of $3.8 million consideration received for development and regulatory activities performed on behalf of Neuraxpharm in accordance with the Commercialization Agreement and $5.6 million of royalty revenue recognized under the Commercialization Agreement with Neuraxpharm (see Note 2 - Revenue for more information). License, milestone, royalty and other revenue for the year ended December 31, 2024 is predominately comprised of the recognition of the one-time $12.5 million milestone payment under the Commercialization Agreement for the first key market commercial launch of BRIUMVI in the EU.\n\n ​\n\n**Cost of Revenue.**Cost of revenue for the year ended December 31, 2025 was $100.7 million compared to approximately $38.5 million for the year ended December 31, 2024. Cost of revenue for both the years ended December 31, 2025 and December 31, 2024 primarily consists of royalties owed to our licensing partner for BRIUMVI sales, third-party manufacturing, distribution and overhead costs. A portion of the manufacturing costs of BRIUMVI sold through the middle of the quarter ended March 31, 2025 was expensed as research and development prior to the FDA approval of BRIUMVI and therefore is not reflected in the cost of revenue. We depleted these inventories during the quarter ended March 31, 2025. Cost of revenue for the quarter ended December 31, 2025 also includes a $6.2 million inventory reserve.\n\n \n\n**Noncash Compensation Expense (Research and Development).** Noncash compensation expense (research and development) related to equity incentive grants totaled $16.6 million for the year ended December 31, 2025, as compared to $11.2 million during the comparable period in 2024. The increase in noncash compensation expense was primarily due to greater recognition of noncash compensation expense for performance-based awards and the grant-date fair value of equity awards, including the impact of our increased stock price at which equity awards were granted, during the year ended December 31, 2025, as compared to the year ended December 31, 2024.\n\n \n\n59\n\n[Table of Contents](#toc)\n\n \n\n**Other Research and Development Expense***.* Other research and development expense totaled $143.6 million for the year ended December 31, 2025, as compared to $83.1 million during the prior year ended December 31, 2024. The increase in research and development expense was primarily due to an increase in manufacturing expense, including manufacturing and development costs incurred in connection with our subcutaneous ublituximab development work, increased clinical trial related expenses pertaining to our clinical pipeline, and increased personnel costs during the period ended December 31, 2025, as compared to the year ended December 31, 2024. This was partially offset by license and milestone expense incurred in 2024 pertaining to the Precision License Agreement.\n\n \n\n**Noncash Compensation Expense (Selling, General and Administrative).**Noncash compensation expense (selling, general and administrative) related to equity incentive grants totaled $48.1 million for the year ended December 31, 2025, as compared to $31.4 million during the comparable period ended December 31, 2024. The increase in noncash compensation expense was primarily due to greater recognition of noncash compensation expense for performance and market-based equity awards, growth in headcount, and higher grant-date stock prices associated with equity awards granted during the year ended December 31, 2025, as compared to the year ended December 31, 2024.\n\n \n\n**Other Selling, General and Administrative.**Other selling, general and administrative expenses totaled $184.0 million increased for the year ended December 31, 2025, as compared to $122.9 million during the prior year ended December 31, 2024. The increase was primarily due to marketing and media spend, and personnel-related costs associated with the commercialization of BRIUMVI during the year ended December 31, 2025.\n\n \n\n**Interest Expense.**Interest expense for the year ended December 31, 2025 was $26.7 million compared to $24.0 million for the comparable period ended December 31, 2024. The $2.7 million increase was primarily attributable to higher interest expense incurred under the Initial Term Loan with Blue Owl during the year ended December 31, 2025, as compared to interest expense incurred under the prior smaller loan agreement with Hercules, which was outstanding for a portion of the year ended December 31, 2024 (see Note 7 – Loan Payable for more information).\n\n \n\n**Other Income.**Other income increased by $3.1 million to $10.8 million for the year ended December 31, 2025, as compared to $7.7 million for the year ended December 31, 2024. The increase is mainly due to greater income earned from investments during the year ended December 31, 2025.\n\n \n\n**Income Tax Benefit (Expense). **Income tax benefit totaled $339.8 million for the year ended December 31, 2025, as compared to income tax expense of $2.2 million during the comparable period ended December 31, 2024. The increase in income tax benefit is primarily driven by the release of our deferred tax asset valuation allowance during the year ended December 31, 2025.\n\n \n\n**Comparison of the Years Ended December 31, 2024 and 2023**\n\n \n\nThe following table summarizes the results of operations for the years ended December 31, 2024 and 2023:\n\n \n\n(in thousands)\n\n \n\n**2024**\n\n \n \n\n**2023**\n\n \n \n\n**Change**\n\n \n\nProduct revenue, net\n\n \n$\n313,728\n \n \n$\n92,005\n \n \n$\n221,723\n \n\nLicense, milestone, royalty and other revenue\n\n \n \n15,276\n \n \n \n141,657\n \n \n \n(126,381\n)\n\nTotal Revenue\n\n \n$\n329,004\n \n \n$\n233,662\n \n \n$\n95,342\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\nCosts and expenses:\n\n \n \n \n \n \n \n \n \n \n \n \n \n\nCost of revenue\n\n \n \n38,486\n \n \n \n14,131\n \n \n \n24,355\n \n\nResearch and development:\n\n \n \n \n \n \n \n \n \n \n \n \n \n\nNoncash compensation\n\n \n \n11,160\n \n \n \n13,010\n \n \n \n(1,850\n)\n\nOther research and development\n\n \n \n83,131\n \n \n \n63,182\n \n \n \n19,949\n \n\nTotal research and development\n\n \n \n94,291\n \n \n \n76,192\n \n \n \n18,099\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\nSelling, general and administrative:\n\n \n \n \n \n \n \n \n \n \n \n \n \n\nNoncash compensation\n\n \n \n31,381\n \n \n \n24,923\n \n \n \n6,458\n \n\nOther selling, general and administrative\n\n \n \n122,917\n \n \n \n97,783\n \n \n \n25,134\n \n\nTotal selling, general and administrative\n\n \n \n154,298\n \n \n \n122,706\n \n \n \n31,592\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\nTotal costs and expenses\n\n \n \n287,075\n \n \n \n213,029\n \n \n \n74,046\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\nInterest expense\n\n \n \n24,028\n \n \n \n12,615\n \n \n \n11,413\n \n\nOther income\n\n \n \n(7,693\n)\n \n \n(5,044\n)\n \n \n(2,649\n)\n\nTotal other expense, net\n\n \n \n16,335\n \n \n \n7,571\n \n \n \n8,764\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\nNet income before taxes\n\n \n \n25,594\n \n \n \n13,062\n \n \n \n12,532\n \n\nIncome tax expense\n\n \n \n(2,211\n)\n \n \n(390\n)\n \n \n(1,821\n)\n\nNet income\n\n \n$\n23,383\n \n \n$\n12,672\n \n \n$\n10,711\n \n\n \n\n60\n\n[Table of Contents](#toc)\n\n \n\n**Product Revenues, net***. P*roduct revenue, net was approximately $313.7 million for the year ended December 31, 2024 compared to $92.0 million for the year ended December 31, 2023. The increase in product revenue, net is driven by an increase in product shipments for BRIUMVI as a result of greater market penetration. BRIUMVI, was commercially launched in the U.S. in January 2023, following FDA approval.\n\n \n\n**License Revenue**. License, milestone, royalty and other revenue was $15.3** **million for the year ended December 31, 2024 compared to approximately $141.7 million for the year ended December 31, 2023. License, milestone, royalty and other revenue for the year ended December 31, 2024 is comprised of a $12.5 million milestone payment under the Neuraxpharm Commercialization Agreement for the first key market commercial launch of BRIUMVI in the EU, as well as consideration received for development and regulatory activities performed on behalf of Neuraxpharm in accordance with the Commercialization Agreement. License, milestone, royalty and other revenue for the year ended December 31, 2023 is predominantly comprised of recognition of the one-time $140.0 million non-refundable upfront payment under the Commercialization Agreement with Neuraxpharm (see Note 2 for more information). ​\n\n \n\n**Cost of Revenue. **Cost of revenue for the year ended December 31, 2024 was $38.5 million compared to approximately $14.1 million for the year ended December 31, 2023. Cost of revenue for both the years ended December 31, 2024 and December 31, 2023 consists primarily of third-party manufacturing, distribution, overhead costs and royalties owed to our licensing partner for BRIUMVI sales. A portion of the manufacturing costs of BRIUMVI sold through the middle of the quarter ended March 31, 2025 was expensed as research and development prior to the FDA approval of BRIUMVI and therefore it is not reflected in the cost of revenue. We depleted these inventories during the quarter ended March 31, 2025. The cost of revenue for the years ended December 31, 2024 and December 31, 2023 includes $2.4 million and $1.5 million, respectively, of costs related to delivering regulatory support and development services to Neuraxpharm in accordance with the Commercialization Agreement.\n\n \n\n**Noncash Compensation Expense (Research and Development).** Noncash compensation expense (research and development) related to equity incentive grants totaled $11.2 million for the year ended December 31, 2024, as compared to $13.0 million during the comparable period in 2023. The decrease in noncash compensation expense was primarily due to decreased vesting of milestone-based grants during the year ended December 31, 2024, as compared to the year ended December 31, 2023.\n\n \n\n**Other Research and Development Expense***.* Other research and development expense increased for the year ended December 31, 2024, by approximately $19.9 million to $83.1 million as compared to the prior year ended December 31, 2023. The increase in other research and development expense during the year ended December 31, 2024 was primarily attributable to manufacturing and development costs incurred in connection with our ublituximab subcutaneous development work, increased personnel and costs associated with the Precision License Agreement incurred during the period.\n\n \n\n**Noncash Compensation Expense (Selling, General and Administrative).** Noncash compensation expense (selling, general and administrative) related to equity incentive grants totaled $31.4 million for the year ended December 31, 2024, as compared to $24.9 million during the comparable period ended in 2023. The increase in noncash compensation expense was primarily due to greater recognition of noncash compensation expense for grants to executives during the year ended December 31, 2024.\n\n \n\n**Other Selling, General and Administrative.** Other selling, general and administrative expenses increased for the year ended December 31, 2024, by approximately $25.1 million to $122.9 million as compared to the prior year ended December 31, 2023. The increase was primarily due to other selling, general and administrative costs, including personnel, consultants, and third parties associated with the commercialization of BRIUMVI during the year ended December 31, 2024.\n\n \n\n**Interest Expense.** Interest expense for the year ended December 31, 2024 was $24.0 million compared to $12.6 million for the comparable period ended December 31, 2023. The $11.4 million increase is mainly due to $4.6 million of debt extinguishments costs incurred pertaining to the prior loan agreement with Hercules as well as increased interest expense pertaining to the Initial Term Loan with Blue Owl during the same period (see Note 7 for more information).\n\n \n\n**Other Income.** Other income increased by $2.7 million to $7.7 million for the year ended December 31, 2024, as compared to $5.0 million for the year ended December 31, 2023. The increase is mainly due to greater accretion income earned from short-term investment securities during the year ended December 31, 2024, compared to the prior period.\n\n \n\n**Income Taxes.** Income tax expense increased by $1.8 million to $2.2 million for the year ended December 31, 2024, as compared to $0.4 million for the year ended December 31, 2023. The increase is due to state tax liabilities incurred during the year ended December 31, 2024.\n\n \n\n**Material Cash Requirements and Contractual Obligations**\n\n \n\nOur material cash requirements primarily relate to the continued commercialization of BRIUMVI, including commercial operations, manufacturing and supply commitments, medical affairs activities, post-marketing requirements, and ongoing clinical development programs, as well as general and administrative expenses supporting our commercial-stage operations. Certain of these requirements arise from contractual commitments, while others are driven by our operating plan and the ordinary course of business.\n\n \n\nWe expect to fund these expenditures through existing cash, cash equivalents and investment securities, cash flows from BRIUMVI product sales, and, if needed, access to additional capital under the uncommitted portion of our term loan facility with Blue Owl or other financing sources.\n\n \n\n61\n\n[Table of Contents](#toc)\n\n \n\nAs of December 31, 2025, our contractual obligations consist primarily of purchase and supply commitments supporting the commercial and clinical manufacture of BRIUMVI. Certain of these agreements include non-cancelable provisions, minimum purchase requirements, or binding forecast commitments. We also maintain lease obligations for our office facilities in New York and North Carolina, which are expected to be funded through operating cash flows.\n\n \n\nIn addition, we are obligated to make interest and future principal payments under our term loan with Blue Owl, including scheduled quarterly amortization beginning in 2028. The timing and amount of payments may vary based on applicable interest rates and certain performance-related provisions.\n\n \n\nWe also enter into collaboration and license agreements that may require future milestone and royalty payments. Because these payments are contingent upon the achievement of specified events, they are not included in our contractual commitments but could become material in future periods.\n\n \n\nBased on our current operating plan, financial resources, and projected results, we believe we have sufficient liquidity to fund operations and meet our material cash requirements for at least the next twelve months from the issuance of this Annual Report on Form 10-K. However, future capital requirements will depend on a number of factors, and additional financing may be required\n\n \n\n**Discussion of Cash Flows**\n\n \n\nThe following table summarizes our cash flows for the years ended December 31, 2025 and 2024:\n\n \n\n(in thousands)\n\n \n\n**2025**\n\n \n \n\n**2024**\n\n \n\nNet cash used in operating activities\n\n \n$\n(24,772\n)\n \n$\n(40,517\n)\n\nNet cash provided by (used in) investing activities\n\n \n$\n13,799\n \n \n$\n(1,036\n)\n\nNet cash (used in) provided by financing activities\n\n \n$\n(89,729\n)\n \n$\n128,527\n \n\n \n\nNet cash used in operating activities for the year ended December 31, 2025 was $24.8 million as compared to cash used in operating activities of $40.5 million for the year ended December 31, 2024, representing a $15.7 million improvement year over year.\n\n \n\nThe improvement was driven by higher net income in 2025, $447.2 million compared to $23.4 million in 2024, partially offset by a large non-cash deferred income tax benefit recorded in 2025 of $348.0 million. Operating cash flow also benefited from favorable working capital changes, including a decrease in inventory purchases, a $33.4 million year-over-year improvement, and an increase in accounts payable and accrued expenses, a $33.1 million improvement. These favorable impacts were partially offset by an increase in accounts receivable and other current assets in 2025 compared to 2024, which reduced operating cash flow year over year.\n\n \n\nOverall, the reduced use of cash in operating activities reflects improved underlying operating performance and certain favorable working capital movements, partially offset by timing-related changes in receivables and other current assets.\n\n \n\nNet cash provided by investing activities for the year ended December 31, 2025 was $13.8 million as compared to $1.0 million used in investing activities for the year ended December 31, 2024. The increase in net cash used in investing activities was primarily due to decreased investments in held-to-maturity securities during the year ended December 31, 2025 as compared to the year ended December 31, 2024.\n\n \n\nNet cash used in financing activities for the year ended December 31, 2025 was approximately $89.7 million as compared to net cash provided by financing activities of $128.5 million for the year ended December 31, 2024. Net cash used in financing activities during the year ended December 31, 2025 is mainly due to the repurchase of stock under our share repurchase program. Net cash provided by financing activities during the year ended December 31, 2024 is mainly due to the proceeds from the loan with Blue Owl, offset by the payoff of our prior loan with Hercules.\n\n \n\n**ATM Program **\n\n \n\nOn August 8, 2025, we filed an automatic “shelf registration” statement on Form S-3 (the 2025 WKSI Shelf) as a WKSI as defined in Rule 405 under the Securities Act of 1933, as amended. The 2025 WKSI Shelf was declared effective upon filing and registers an unlimited amount of debt securities, equity securities, or other securities that we may issue and sell from time to time. The at-the-market program established under our prior shelf registration statement on Form S-3 pursuant to the At-the-Market Issuance Sales Agreement, dated September 2, 2022, with Cantor Fitzgerald & Co. and B. Riley Securities, Inc. has expired. We may offer and sell securities registered under the 2025 WKSI Shelf in one or more offerings, from time to time, depending on market conditions and our capital needs. We may also file additional registration statements in the future to maintain financing flexibility in support of our operations.\n\n \n\n**Debt Financings**\n\n \n\nOn August 2, 2024 (the New Closing Date), we entered into a term loan facility of $250 million (the Initial Term Loan) with Blue Owl Capital Corporation, as administrative agent (the Administrative Agent), HealthCare Royalty and Blue Owl Capital under the Financing Agreement (as defined below) to repay all outstanding principal and accrued interest and fees under our prior loan agreement with Hercules.\n\n \n\nThe Initial Term Loan is governed by a financing agreement (the Financing Agreement), which provides for (i) a single draw of the Initial Term Loan, which was funded on August 2, 2024, and (ii) an uncommitted additional facility in an aggregate principal amount of up to $100 million. The Initial Term Loan will mature on August 2, 2029 (the Term Loan Maturity Date). The Initial Term Loan accrues interest at a per annum rate of interest equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the highest of (1) the prime rate published by the Wall Street Journal, (2) the federal funds effective rate plus 0.50% and (3) Term SOFR, plus 1.00% or (b) Term SOFR, which shall be no less than 1.00%. The applicable margin for borrowings of the Initial Term Loan is determined on a quarterly basis by reference to a pricing grid based on the achievement of U.S. Net Sales (as defined in the Financing Agreement) for the most recently completed four consecutive fiscal quarters. The pricing grid commences at 5.50% for SOFR borrowings and 4.50% for base rate borrowings and is subject to a 25 basis point step-down upon achievement of a specified U.S. Net Sales threshold. The Initial Term Loan requires scheduled quarterly amortization payments, commencing with the fiscal quarter ending June 30, 2028, in an amount equal to $12.5 million, with the balance due and payable on the Term Loan Maturity Date; provided that such amortization payments may be deferred to the Term Loan Maturity Date upon the achievement of a Total Net Leverage Ratio (as defined in the Financing Agreement) that is less than or equal to an agreed threshold.\n\n \n\n62\n\n[Table of Contents](#toc)\n\n \n\nThe Initial Term Loan is secured by a lien on substantially all of our assets and by guarantees from certain of our subsidiaries and contains customary covenants and representations. As of December 31, 2025, we were in compliance with all financial covenants. \n\n \n\nThe 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.\n\n \n\nWe evaluated whether the Initial Term Loan represented a debt modification or extinguishment of our prior loan agreement with Hercules with ASC 470-50, Debt – Modifications and Extinguishments. As a result of the Initial Term Loan and effective termination of our prior loan agreement with Hercules, this transaction was accounted for by us under the extinguishment accounting model. We recorded a loss on extinguishment of debt of approximately $4.6 million in our statement of operations for the year ended December 31, 2024, representing the write-off of unamortized debt issuance costs and a prepayment charge. We capitalized third party fees from the Initial Term Loan to debt issuance costs and capitalized the facility fee incurred with the Administrative Agent as part of the Initial Term Loan to debt discount.\n\n \n\nWe incurred total financing and upfront costs of $6.0 million related to the Initial Term Loan, which are recorded as debt issuance costs and debt discount costs and presented as an offset to loan payable on our consolidated balance sheet. The debt issuance and debt discount costs are being amortized over the term of the debt using the straight-line method, which approximates the effective interest method, and are included in interest expense in our consolidated statements of operations. Amortization of debt issuance and debt discount costs was $1.2 million, $2.0 million, and $2.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. At December 31, 2025, the remaining unamortized balance of debt issuance and debt discount costs was $4.4 million.\n\n \n\n**Leases**\n\n \n\nIn October 2014, we entered into an agreement (the Office Agreement) with Fortress Biotech, Inc. (FBIO) to occupy approximately 45% of the 24,000 square feet of New York City office space leased by FBIO. The Office Agreement requires us to pay our respective share of the average annual rent and other costs of the 15-year lease. We estimate an average annual rental obligation of $1.8 million under the Office Agreement. We began to occupy this office space in April 2016, with rental payments beginning in the third quarter of 2016. In connection with the Office Agreement, we pledged $1.3 million to secure a line of credit as a security deposit, which is recorded as restricted cash in the accompanying consolidated balance sheets. In February 2026, FBIO entered into a sublease agreement with a third party for the entirety of the New York City office space subject to the Office Agreement. The Company remains obligated under the Office Agreement to pay its respective share of the rent and other related costs through the expiration of the lease term. Under the terms of the arrangement, the Company may be required to fund its proportionate share of any shortfall between the head lease obligations and sublease income. This transaction is expected to significantly reduce the Company’s net rent expense prospectively.\n\n \n\nTotal rental expense was approximately $1.9 million, $2.3 million and $2.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.\n\n \n\nFuture minimum lease commitments as of December 31, 2025 total, in the aggregate, approximately $10.5 million through December 31, 2031. Our future minimum lease commitments include our office leases in New York and North Carolina as of December 31, 2025.\n\n \n\n**OFF-BALANCE SHEET ARRANGEMENTS**\n\n \n\nWe have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.\n\n \n\n**CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT JUDGMENTS AND ESTIMATES**\n\n \n\nThe discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities and the related disclosures of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the applicable period. Actual results may differ from these estimates under different assumptions or conditions.\n\n \n\nWe define critical accounting policies as those involving significant judgments and uncertainties and which may potentially result in materially different results under different assumptions and conditions. In applying these critical accounting policies, management exercises judgement to determine the appropriate assumptions to be used in making certain estimates. These estimates are subject to an inherent degree of uncertainty. Our critical accounting policies include the following:\n\n \n\n*Revenue Recognition*. Pursuant to Topic 606, we recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration we expect to be entitled in exchange for those goods or services. To achieve this core principle, Topic 606 includes provisions within a five-step model that includes (i) identifying the contract with a customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations, and (v) recognizing revenue when, or as, an entity satisfies a performance obligation.\n\n \n\nAt contract inception, we assess the goods or services promised within each contract and determine which promised good or service is distinct and therefore considered a performance obligation. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied.\n\n \n\n*Product Revenue, Net*. We recognize product revenues, net of variable consideration related to certain allowances and accruals, when the customer takes control of the product, which is typically upon delivery to the customer. Product revenue is recorded at the net sales price, or transaction price. We record product revenue reserves, which are classified as a reduction in product revenues, to account for the components of variable consideration. Variable consideration includes the following components, which are described below: chargebacks, government rebates, commercial payer rebates, trade discounts and allowances, product returns, and co-payment assistance.\n\n \n\n63\n\n[Table of Contents](#toc)\n\n \n\nThese reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable (if the amount is expected to be settled with a credit against our customer account) or a liability (if the amount is expected to be settled with a cash payment). Our estimate of reserves for variable consideration is calculated using a consistent application of the expected value method, which is the sum of probability-weighted amounts in a range of possible consideration amounts. These estimates reflect our current contractual requirements, customer channel mix, changes to product price, government pricing calculations, and industry data. The amount of variable consideration included in the transaction price may be subject to constraint and is included in net product revenues only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration received may ultimately differ from our estimates. If actual results vary, we adjust these estimates, which could have an effect on earnings in the period of adjustment. For a complete discussion of the accounting for product revenue, see Note 1 – Organization and Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements.\n\n \n\n*License Revenue.* Revenue recognized from license agreements may include royalties on sales, upfront, milestone and other payments, if any, under any current or future licensing agreements, including revenues related to the supply of our drug candidates or approved drugs to our various licensing partners under these types of contracts. For a complete discussion of the accounting for license revenue, see Note 1 – Organization and Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements.\n\n \n\n*Stock Compensation.* Stock-based compensation costs related to equity awards granted to employees and non-employees are measured at the date of grant based on the fair value of the award. We estimate the grant date fair value of options, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. Equity awards with market conditions are valued using advanced option-pricing models, such as a Monte Carlo simulation. The effect of a market condition is reflected in the award’s fair value on the grant date. For time-based or performance-based restricted stock, the fair value is based on the market value of our common stock on the date of grant.\n\n \n\nStock-based compensation expense for time-based restricted stock and options is recognized on a straight-line basis over the requisite service period. Stock-based compensation expense for awards that vest upon the achievement of milestones is recognized over the requisite service period when the achievement of such milestones becomes probable. Stock-based compensation expense for an award that has a market condition is recognized over the requisite service period, which is derived from the valuation model, even if the market condition is never satisfied. We recognize all stock-based payments to employees and non-employee directors (as compensation for service) as noncash compensation expense in the consolidated financial statements. We recognize forfeitures as they occur.\n\n \n\n*Accrued Research and Development Expenses*. As part of the process of preparing our financial statements, we are required to estimate our accrued expenses. This process involves reviewing open contracts, communicating with our personnel to identify services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of the actual cost. The majority of our service providers invoice us monthly for services performed or when contractual milestones are met. We make estimates of our accrued expenses as of each balance sheet date in our financial statements based on facts and circumstances known to us at that time. We periodically confirm the accuracy of our estimates with the service providers and make adjustments, if necessary. Examples of estimated accrued research and development expenses include: ​\n\n \n\n \n\n●\n\nfees paid to contract research organizations (CROs) in connection with clinical studies;\n\n \n\n●\n\nfees paid to contract manufacturing organizations (CMOs);\n\n \n\n●\n\nfees paid to trial sites in connection with clinical studies; and\n\n \n\n●\n\nfees paid to vendors associated with licenses/milestones.\n\n \n\nWe base our expenses related to clinical studies on our estimates of the services received and efforts expended pursuant to contracts with multiple CROs that conduct and manage clinical studies on our behalf. The financial terms of these agreements are subject to an initial negotiation, vary from contract to contract and may result in uneven payment flows. There may be instances in which payments made to our vendors will exceed the level of services provided and result in a prepayment of the clinical expense. Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of clinical trial milestones. In accruing certain service fees, we estimate the time period over which services will be performed, enrollment of patients, number of sites activated and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from our estimate, we adjust the accrual or prepaid accordingly. Although we do not expect our estimates to be materially different from amounts actually incurred, our understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in us reporting amounts that are too high or too low in any particular period.\n\n \n\n*Income Taxes*. We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined as the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is established for deferred tax assets for which it is more likely than not that some portion or all of the deferred tax assets will not be realized. We periodically re-assess the need for a valuation allowance against our deferred tax assets based on all available evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, results of recent operations, and our historical earnings experience by taxing jurisdiction. Significant judgment is required in making this assessment.\n\n \n\nWe recognize the financial statement effects of a tax position when our assessment is that there is more than a 50% probability that the position will be sustained upon examination by a taxing authority based upon its technical merits. Uncertain tax positions are recorded based upon certain recognition and measurement criteria. Significant judgment is required in making this assessment, and, therefore, we re-evaluate uncertain tax positions and consider various factors, including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, information obtained during in-process audit activities, and changes in facts or circumstances related to a tax position. We adjust the amount of the liability to reflect any subsequent changes in the relevant facts and circumstances surrounding the uncertain tax positions.\n\n \n\n**RECENTLY ISSUED ACCOUNTING STANDARDS**\n\n \n\nPlease refer to Note 1 – Organization and Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements for further discussion.\n\n \n\n64\n\n[Table of Contents](#toc)\n\n \n\n**ITEM** **7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.**\n\n \n\nThe primary objective of our investment activities is to preserve principal while maximizing our income from investments and minimizing our market risk. We currently invest in government and investment-grade corporate debt in accordance with our investment policy, which we may change from time to time. The securities in which we invest have market risk. This means that a change in prevailing interest rates, and/or credit risk, may cause the fair value of the investment to fluctuate. For example, if we hold a security that was issued with a fixed interest rate at the then-prevailing rate and the prevailing interest rate later rises, the fair value of our investment would likely decline. As of December 31, 2025, our portfolio of financial instruments consists of cash equivalents and short-term interest-bearing securities, including government debt and money market funds. The average duration of all of our held-to-maturity investments as of December 31, 2025, was less than 24 months. Due to the relatively short-term nature of these financial instruments, we believe there is no material exposure to interest rate risk, and/or credit risk, arising from our portfolio of financial instruments at this time.\n\n \n\n**ITEM** **8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.**\n\n \n\nOur consolidated financial statements and the notes thereto, included in Part IV, Item 14(a), part 1, are incorporated by reference into this Item 8.\n\n \n\n**ITEM** **9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.**\n\n \n\nNot applicable.\n\n \n\n**ITEM** **9A. CONTROLS AND PROCEDURES.**\n\n \n\n*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.\n\n \n\n*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.\n\n \n\nThe 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](#report).\n\n \n\n*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. \n\n \n\n*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.\n\n \n\n**ITEM** **9B. OTHER INFORMATION.**\n\n \n\n**Securities Trading Plans of Directors and Executive Officers**\n\n \n\n ​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).\n\n \n\n \n\n**ITEM** **9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.**\n\n \n\nNot applicable.\n\n \n\n**PART** **III**\n\n \n\n \n\n**ITEM** **10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.**\n\n \n\nThe information required by this Item is incorporated herein by reference from our Proxy Statement for our *2026* Annual Meeting of Stockholders.\n\n \n\nWe 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.\n\n \n\n \n\n**ITEM** **11. EXECUTIVE COMPENSATION.**\n\n \n\nThe information required by this Item is incorporated herein by reference from our Proxy Statement for our *2026* Annual Meeting of Stockholders.\n\n \n\n \n\n65\n\n[Table of Contents](#toc)\n\n \n\n**ITEM** **12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.**\n\n \n\nThe information required by this Item is incorporated herein by reference from our Proxy Statement for our 2026 Annual Meeting of Stockholders.\n\n \n\n**ITEM** **13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.**\n\n \n\nThe information required by this Item is incorporated herein by reference from our Proxy Statement for our 2026 Annual Meeting of Stockholders.\n\n \n\n**ITEM** **14. PRINCIPAL ACCOUNTING FEES AND SERVICES.**\n\n \n\nThe information required by this Item is incorporated herein by reference from our Proxy Statement for our 2026 Annual Meeting of Stockholders.\n\n \n\n**PART** **IV**\n\n \n\n**ITEM** **15. EXHIBITS and FINANCIAL STATEMENT SCHEDULES.**\n\n \n\n(a)           The following documents are filed as part of this Annual Report on Form 10-K:\n\n \n\n** 1.      Consolidated Financial Statements**\n\n \n\nThe following consolidated financial statements of TG Therapeutics, Inc. are filed as part of this report.\n\n \n\n**Contents**\n\n​\n\n**Page**\n\n[Report of Independent Registered Public Accounting Firm](#report) (KPMG LLP, New York, NY, Audit Firm ID: 185) \n\n​\n\n[F-1](#report)\n\n​\n\n​\n\n​\n\n[Consolidated Balance Sheets as of December 31, 2025 and 2024](#balance)\n\n​\n\n[F-4](#balance)\n\n​\n\n​\n\n​\n\n[Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023](#operations)\n\n​\n\n[F-5](#operations)\n\n​\n\n​\n\n​\n\n[Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023](#equity)\n\n​\n\n[F-6](#equity)\n\n​\n\n​\n\n​\n\n[Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023](#cash)\n\n​\n\n[F-7](#cash)\n\n​\n\n​\n\n​\n\n[Notes to Consolidated Financial Statements](#notes)\n\n​\n\n[F-8](#notes)\n\n \n\n **2.      ****Consolidated Financial Statement Schedules**\n\n \n\nAll schedules are omitted as the information required is inapplicable or the information is presented in the consolidated financial statements or the related notes.\n\n \n\n**3.      ****Exhibits**\n\n \n\nSee Exhibit Index below.\n\n \n\n(b)          The following exhibits are filed as part of this Annual Report on Form 10-K.\n\n \n\n**Exhibit**\n\n​\n\n**Number**\n\n**Exhibit Description**\n\n​\n\n​\n\n[3.1](http://www.sec.gov/Archives/edgar/data/1001316/000114420412044111/v320662_ex3-1.htm)\n\nAmended 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).\n\n​\n\n​\n\n[3.2](http://www.sec.gov/Archives/edgar/data/1001316/000114420414044721/v383699_ex3-2.htm)\n\nCertificate 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).\n\n \n \n\n[​3.3](http://www.sec.gov/Archives/edgar/data/1001316/000155837021008482/tgtx-20210616xex3d1.htm)\n\nCertificate 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).\n\n \n \n\n[3.4](http://www.sec.gov/Archives/edgar/data/1001316/000143774924020510/ex_688590.htm)\nCertificate 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).\n\n \n \n\n[​3.5](http://www.sec.gov/Archives/edgar/data/1001316/000114420414043936/v384259_ex3-1.htm)\n\nAmended 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).\n\n​\n\n​\n\n[4.1](http://www.sec.gov/Archives/edgar/data/1001316/000114420412014947/v305275_ex4-1.htm)\n\nSpecimen common stock certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 10-K for the year ended December 31, 2011).\n\n​\n\n​\n\n[4.2](http://www.sec.gov/Archives/edgar/data/1001316/000155837021002149/tgtx-20201231xex4d5.htm)\n\nDescription 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).\n\n \n\n[10.2](http://www.sec.gov/Archives/edgar/data/1001316/000114420412014947/v305275_ex10-31.htm)\n\nRestricted 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). †\n\n​\n\n​\n\n[10.3](http://www.sec.gov/Archives/edgar/data/1001316/000114420413039748/v350136_ex10-1.htm)\n\nAmendment 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). †\n\n \n\n66\n\n[Table of Contents](#toc)\n\n \n\n[10.4](http://www.sec.gov/Archives/edgar/data/1001316/000114420415001128/v398294_ex10-1.htm)\n\nAmendment 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). †\n\n​\n\n​\n\n[10.5](http://www.sec.gov/Archives/edgar/data/1001316/000114420412014947/v305275_ex10-32.htm)\n\nEmployment 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). †\n\n​\n\n​\n\n[10.6](http://www.sec.gov/Archives/edgar/data/1001316/000114420412014947/v305275_ex10-33.htm)\n\nRestricted 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). †\n\n​\n\n​\n\n[10.7](http://www.sec.gov/Archives/edgar/data/1001316/000114420413039748/v350136_ex10-2.htm)\n\nAmendment 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). †\n\n​\n\n​\n\n[10.8](http://www.sec.gov/Archives/edgar/data/1001316/000114420415001128/v398294_ex10-2.htm)\n\nAmendment 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). †\n\n​\n\n​\n\n[10.9](http://www.sec.gov/Archives/edgar/data/1001316/000114420412014947/v305275_ex10-35.htm)\n\nLicense 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). *\n\n​\n\n​\n\n[10.10](http://www.sec.gov/Archives/edgar/data/1001316/000114420413016691/v335518_ex10-37.htm)\n\nSublicense 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). *\n\n​\n\n​\n\n[10.11](http://www.sec.gov/Archives/edgar/data/1001316/000114420414044721/v383699_ex10-1.htm)\n\nLicense 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).*\n\n​\n\n​\n\n[10.12](http://www.sec.gov/Archives/edgar/data/1001316/000114420415002790/v399000_ex10-1.htm)\n\nLicense 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). *\n\n​\n\n​\n\n[10.14](http://www.sec.gov/Archives/edgar/data/1001316/000165495416001302/Exhibit10-1_Sublicense.htm)\n\nSublicense 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). *\n\n​\n\n​\n\n[10.15](http://www.sec.gov/Archives/edgar/data/1001316/000165495417002229/v032117_EX1018.htm)\n\nAmendment 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). †\n\n \n\n[10.16](http://www.sec.gov/Archives/edgar/data/1001316/000165495419009176/tgtx_ex102.htm)\n\nMaster 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). *\n\n​\n\n​\n\n[10.17](http://www.sec.gov/Archives/edgar/data/1001316/000165495419002276/v030519_ex103.htm)\n\nWarrant 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).\n\n​\n\n​\n\n[10.19](http://www.sec.gov/Archives/edgar/data/1001316/000165495419002276/v030519_ex104.htm)\n\nWarrant 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).\n\n​\n\n​\n\n[10.20](http://www.sec.gov/Archives/edgar/data/1001316/000165495419009176/tgtx_ex101.htm)\n\nAmended 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). *\n\n​\n\n​\n\n[10.21](http://www.sec.gov/Archives/edgar/data/1001316/000155837021010837/tgtx-20210630xex10d1.htm)\n\nAmended 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). †\n\n​\n\n​\n\n[10.22](http://www.sec.gov/Archives/edgar/data/1001316/000155837022010227/tgtx-20220616xex10d1.htm)\n\nTG 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). †\n\n \n \n\n[10.23](http://www.sec.gov/Archives/edgar/data/1001316/000143774924020510/ex_688591.htm)\n\nAmendment 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). †\n\n \n \n\n[10.24](http://www.sec.gov/Archives/edgar/data/1001316/000143774925025745/ex_841384.htm)\nAmendment 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). †\n\n​\n\n​\n\n[10.25](ex_925369.htm)\nStock Tracking Unit Award Certificate (Cash Settlement Only Form). #\n\n \n \n\n[10.26](ex_925370.htm)\nStock Tracking Unit Award Certificate (Cash or Stock Settlement Form). #\n\n \n \n\n[10.27](http://www.sec.gov/Archives/edgar/data/0001001316/000155837023008385/tgtx-20230331xex10d2.htm)\nAmended 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). *\n\n \n \n\n[10.28](http://www.sec.gov/Archives/edgar/data/0001001316/000155837023008385/tgtx-20230331xex10d3.htm)\nAmended 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). *\n\n \n \n\n[10.29](http://www.sec.gov/Archives/edgar/data/0001001316/000155837023008385/tgtx-20230331xex10d4.htm)\nAmended 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). *\n\n \n\n67\n\n[Table of Contents](#toc)\n\n \n\n[10.30](http://www.sec.gov/Archives/edgar/data/0001001316/000155837023008385/tgtx-20230331xex10d5.htm)\nAmended 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). *\n\n \n \n\n[10.31](http://www.sec.gov/Archives/edgar/data/0001001316/000155837023008385/tgtx-20230331xex10d6.htm)\nWarrant 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).*\n\n \n \n\n[10.32](http://www.sec.gov/Archives/edgar/data/0001001316/000155837023008385/tgtx-20230331xex10d7.htm)\nWarrant 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). *\n\n \n \n\n[10.33](http://www.sec.gov/Archives/edgar/data/1001316/000155837023008385/tgtx-20230331xex10d8.htm)\nWarrant 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). *\n\n \n \n\n[10.34](http://www.sec.gov/Archives/edgar/data/1001316/000155837023013429/tgtx-20230630xex10d1.htm)\nCommercialization 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). *\n\n \n \n\n[10.35](http://www.sec.gov/Archives/edgar/data/1001316/000143774924006144/ex_631839.htm)\nLicense 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).*\n\n \n \n\n[10.36](http://www.sec.gov/Archives/edgar/data/1001316/000143774924025853/ex_711621.htm)\nFinancing 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).*\n\n \n \n\n[10.37](http://www.sec.gov/Archives/edgar/data/1001316/000143774924033948/ex_741510.htm)\nMaster 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).*\n\n \n \n\n[19.1](http://www.sec.gov/Archives/edgar/data/1001316/000143774924006144/ex_632901.htm)\nTG 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). \n\n \n \n\n[21.1](ex_874096.htm)\n\nSubsidiaries of TG Therapeutics, Inc. #\n\n​\n\n​\n\n[23.1](ex_874097.htm)\n\nConsent of Independent Registered Public Accounting Firm (KPMG, LLP). #\n\n​\n\n​\n\n[24.1](#poa)\n\nPower of Attorney (included in signature page).\n\n​\n\n​\n\n[31.1](ex_874098.htm)\n\nCertification of Principal Executive Officer. #\n\n​\n\n​\n\n[31.2](ex_874099.htm)\n\nCertification of Principal Financial Officer. #\n\n​\n\n​\n\n[32.1](ex_874100.htm)\n\nCertification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. #\n\n​\n\n​\n\n[32.2](ex_874101.htm)\n\nCertification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. #\n\n \n\n[97.1](http://www.sec.gov/Archives/edgar/data/1001316/000143774924006144/ex_632982.htm)\nTG 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). \n\n \n \n\n101\n\nThe 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.\n\n​\n\n​\n\n104\n\nCover Page Interactive Data File (embedded within inline XBRL included as Exhibit 101).\n\n \n\n#\n\nFiled Herewith.\n\n†\n\nIndicates management contract or compensatory plan or arrangement.\n\n*\n\nCertain portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K.\n\n ​\n\n ​\n\n**TG Therapeutics,** **Inc.**\n\n \n\n**Consolidated Financial Statements**\n\n \n\n​\n\n**Page**\n\n[Report of Independent Registered Public Accounting Firm](#report) (KPMG LLP, New York, NY, Audit Firm ID: 185) \n\n[F-1](#report)\n\n​\n\n​\n\n[Consolidated Balance Sheets as of December 31, 2025 and 2024](#balance)\n\n[F-4](#balance)\n\n​\n\n​\n\n[Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023](#operations)\n\n[F-5](#operations)\n\n​\n\n​\n\n[Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023](#equity)\n\n[F-6](#equity)\n\n​\n\n​\n\n[Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023](#cash)\n\n[F-7](#cash)\n\n​\n\n​\n\n[Notes to Consolidated Financial Statements](#notes)\n\n[F-8](#notes)\n\n ​\n\n68\n\n[Table of Contents](#toc)\n\n \n\n \n\n**Report of Independent Registered Public Accounting Firm**\n\n \n\nTo the Stockholders and Board of Directors\nTG Therapeutics, Inc.:\n\n \n\n**Opinion on the********Consolidated Financial Statements**\n\n \n\nWe 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.\n\n \n\nWe 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.\n\n \n\n**Basis for Opinion**\n\n \n\nThese 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.\n\n \n\nWe 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.\n\n \n\n**Critical Audit Matter**\n\n \n\nThe 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.\n\n \n\n***Estimate of certain product revenue reserves***\n\n \n\nAs 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.\n\n \n\nWe 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.\n\n \n\nThe 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.\n\n \n\nF-1\n\n[Table of Contents](#toc)\n\n \n\n***Realizability of deferred tax assets*** \n\n \n\nAs 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.\n\n \n\nWe 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.\n\n \n\nThe 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:\n\n \n\n●\n\nevaluating 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;\n\n●\n\nevaluating 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;\n\n●\n\nperforming 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;\n\n●\n\ninspecting tax filings and historical earnings to assess the presence and composition of cumulative income or loss for the past three years; and\n\n●\nevaluating the Company’s application of tax regulations pertaining to certain deferred tax assets.\n\n \n\n/s/ KPMG LLP\n\n \n\nWe have served as the Company’s auditor since 2021.\n\n \n\nNew York, New York\n\nFebruary 27, 2026\n\n \n\nF-2\n\n[Table of Contents](#toc)\n\n \n\n**Report of Independent Registered Public Accounting Firm**\n\n \n\nTo the Stockholders and Board of Directors\n\nTG Therapeutics, Inc.:\n\n ​\n\n**Opinion on Internal Control Over Financial Reporting**\n\n ​\n\nWe 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.\n\n \n\nWe 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.\n\n \n\n**Basis for Opinion**\n\n \n\nThe 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.\n\n \n\nWe 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.\n\n ​\n\n**Definition and Limitations of Internal Control Over Financial Reporting**\n\n \n\nA 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.\n\n \n\nBecause 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.\n\n ​\n\n/s/ KPMG LLP\n\n ​\n\nNew York, New York\nFebruary 27, 2026\n\n \n\nF-3\n\n[Table of Contents](#toc)\n\n    \n\n \n\n**TG Therapeutics,** **Inc. and Subsidiaries**\n\n**Consolidated Balance Sheets as of December** **31**\n\n**(in thousands, except share and per share amounts)**\n\n \n\n  \n**December 31,**\n  \n**December 31,**\n \n\n  \n**2025**\n  \n**2024**\n \n\n       \n\n**Assets**\n   ** **   ** **\n\nCurrent assets:\n        \n\nCash and cash equivalents\n $79,148  $179,894 \n\nShort-term investment securities\n  62,822   131,106 \n\nAccounts receivable, net\n  305,628   129,185 \n\nInventories\n  125,586   110,458 \n\nOther current assets\n  57,580   15,716 \n\nTotal current assets\n  630,764   566,359 \n\nRestricted cash\n  1,342   1,298 \n\nLong-term investment securities\n  59,136   808 \n\nRight of use assets\n  6,278   7,151 \n\nDeferred tax assets\n  348,000   — \n\nLong-term inventories\n  15,689   — \n\nOther noncurrent assets\n  2,044   2,074 \n\nTotal assets\n $1,063,253  $577,690 \n\n       \n\n**Liabilities and stockholders’ equity**\n   ** **   ** **\n\nCurrent liabilities:\n        \n\nAccounts payable and accrued expenses\n $107,508  $58,296 \n\nOther current liabilities\n  2,124   4,627 \n\nLease liability – current portion\n  1,044   1,157 \n\nDeferred revenue - current portion\n  21,234   11,414 \n\nAccrued compensation\n  21,850   15,185 \n\nTotal current liabilities\n  153,760   90,679 \n\nDeferred revenue, non-current portion\n  8,807   12,085 \n\nLoan payable – non-current\n  245,645   244,429 \n\nLease liability – non-current\n  7,021   8,133 \n\nTotal liabilities\n  415,233   355,326 \n\nCommitments and contingencies\n          \n\nStockholders’ equity:\n        \n\nCommon 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)\n  159   156 \n\nAdditional paid-in capital\n  1,830,110   1,760,396 \n\nTreasury stock, at cost, 3,543,643 and 367,903 shares at December 31, 2025 and December 31, 2024\n  (100,234)  (8,994)\n\nAccumulated deficit\n  (1,082,015)  (1,529,194)\n\nTotal stockholders’ equity\n  648,020   222,364 \n\nTotal liabilities and stockholders’ equity\n $1,063,253  $577,690 \n\n \n\n*The accompanying notes are an integral part of the consolidated financial statements.*\n\n \n\n ​\n\nF-4\n\n[Table of Contents](#toc)\n\n \n\n \n\n**TG Therapeutics,** **Inc. and Subsidiaries**\n\n**Consolidated Statements of Operations for the** **Years Ended December** **31**\n\n**(in thousands, except share and per share amounts)**\n\n \n\n  \n**2025**\n  \n**2024**\n  \n**2023**\n \n\nRevenue:\n            \n\nProduct revenue, net\n $606,928  $313,728  $92,005 \n\nLicense, milestone, royalty and other revenue\n  9,359   15,276   141,657 \n\nTotal revenue\n $616,287  $329,004  $233,662 \n\n          \n\nCosts and expenses:\n            \n\nCost of revenue\n  100,714   38,486   14,131 \n\nResearch and development:\n            \n\nNoncash compensation\n  16,618   11,160   13,010 \n\nOther research and development\n  143,597   83,131   63,182 \n\nTotal research and development\n  160,215   94,291   76,192 \n\n          \n\nSelling, general and administrative:\n         \n\nNoncash compensation\n  48,053   31,381   24,923 \n\nOther selling, general and administrative\n  183,981   122,917   97,783 \n\nTotal selling, general and administrative\n  232,034   154,298   122,706 \n\n          \n\nTotal costs and expenses\n  492,963   287,075   213,029 \n\n          \n\nOperating income\n  123,324   41,929   20,633 \n\n          \n\nOther expense (income):\n            \n\nInterest expense\n  26,727   24,028   12,615 \n\nOther income\n  (10,793)  (7,693)  (5,044)\n\nTotal other expense\n  15,934   16,335   7,571 \n\n          \n\nNet income before taxes\n $107,390  $25,594  $13,062 \n\nIncome tax benefit (expense)\n  339,789   (2,211)  (390)\n\nNet income\n $447,179  $23,383  $12,672 \n\n          \n\nNet income per common share:\n            \n\nBasic\n $3.10  $0.16  $0.09 \n\nDiluted\n $2.77  $0.15  $0.09 \n\n             \n\nWeighted-average shares outstanding:\n            \n\nBasic\n  144,316,786   145,317,418   141,955,112 \n\nDiluted\n  161,412,746   160,336,051   148,508,465 \n\n \n\n*The accompanying notes are an integral part of the consolidated financial statements.*\n\n \n\nF-5\n\n[Table of Contents](#toc)\n\n \n\n \n\n**TG Therapeutics,** **Inc. and Subsidiaries**\n\n**Consolidated Statements of Stockholders**’**Equity for the** **Years Ended December** **31**\n\n**(in thousands, except share amounts)**\n\n \n\n   * *** **  * *** ** \n**Additional**\n   * *** **  * *** **  * *** **  * *** **\n\n  \n**Common Stock**\n  \n**paid-in**\n  \n**Treasury Stock**\n  \n**Accumulated**\n   * *** **\n\n  \n**Shares**\n  \n**Amount**\n  \n**capital**\n  \n**Shares**\n  \n**Amount**\n  \n**Deficit**\n  \n**Total**\n \n\nBalance at January 1, 2023\n  146,426,697   146   1,623,924   41,309   (234)  (1,565,249)  58,587 \n\nIssuance of common stock in connection with exercise of options\n  246,156   ***   1,534   —   —   —   1,534 \n\nIssuance of restricted stock\n  3,620,237   4   (4)  —   —   —   — \n\nWarrants issued with debt financing\n  * *   * *   595   * *   * *   * *   595 \n\nForfeiture of restricted stock\n  (213,192)  ***   ***   —   —   —   — \n\nIssuance of common stock in At-the-Market offerings (net of offering costs of $0.8 million)\n  1,385,700   1   46,295   —   —   —   46,296 \n\nCompensation in respect of restricted stock granted to employees, directors and consultants\n  *—*   —   40,818   *—*   —   —   40,818 \n\nNet income\n  *—*   —   —   *—*   —   12,672   12,672 \n\nBalance at December 31, 2023\n  151,465,598   151   1,713,162   41,309   (234)  (1,552,577)  160,502 \n\nIssuance of common stock in connection with exercise of options\n  151,813   ***   914   —   —   —   914 \n\nIssuance of restricted stock\n  4,751,729   5   (5)  —   —   —   — \n\nIssuance of common stock in connection with cashless exercise of warrants\n  129,792   ***   ***   —   —   —   — \n\nForfeiture of restricted stock\n  (294,773)  ***   ***   —   —   —   — \n\nRepurchase of common stock\n  —   —   —   326,594   (8,760)  —   (8,760)\n\nCompensation in respect of restricted stock granted to employees, directors and consultants\n  *—*   —   46,325   *—*   —   —   46,325 \n\nNet income\n  *—*   —   —   *—*   —   23,383   23,383 \n\nBalance at December 31, 2024\n  156,204,159   156   1,760,396   367,903   (8,994)  (1,529,194)  222,364 \n\nIssuance of common stock in connection with exercise of options\n  209,150   ***   1,511   —   —   —   1,511 \n\nIssuance of restricted stock\n  2,822,875   3   (3)  —   —   —   — \n\nForfeiture of restricted stock\n  (386,588)  ***   ***   —   —   —   — \n\nRepurchase of common stock\n  —   —   —   3,175,740   (91,240)  —   (91,240)\n\nCompensation in respect of restricted stock granted to employees, directors and consultants\n  *—*   —   68,206   *—*   —   —   68,206 \n\nNet income\n  *—*   —   —   *—*   —   447,179   447,179 \n\nBalance at December 31, 2025\n  158,849,596  $159  $1,830,110   3,543,643  $(100,234) $(1,082,015)  648,020 \n\n \n\n** Amount less than one thousand dollars.*\n\n \n\n*The accompanying notes are an integral part of the consolidated financial statements.*\n\n \n\nF-6\n\n[Table of Contents](#toc)\n\n \n\n \n\n**TG Therapeutics,** **Inc. and Subsidiaries**\n\n**Consolidated Statements of Cash Flows for the** **Years Ended December** **31**\n\n**(in thousands)**\n\n \n\n  \n**2025**\n  \n**2024**\n  \n**2023**\n \n\nCASH FLOWS FROM OPERATING ACTIVITIES\n         \n\n          \n\nNet income\n $447,179  $23,383  $12,672 \n\nAdjustments to reconcile net income to net cash used in operating activities:\n         \n\nLoss on extinguishment of debt\n  —   4,607   — \n\nNoncash stock compensation expense\n  64,670   42,541   37,933 \n\nDepreciation and amortization\n  59   68   211 \n\nAmortization of discount on investment securities\n  (3,788)  (6,984)  (2,236)\n\nAmortization of debt issuance costs\n  1,216   1,995   2,378 \n\nAmortization of leasehold interest\n  185   212   212 \n\nDeferred income taxes\n  (348,000)  —   — \n\nNoncash change in lease liability and right of use asset\n  1,748   1,900   1,963 \n\nChange in fair value of equity investments\n  298   754   — \n\nChange in fair value of notes payable\n  27   304   113 \n\nChange in inventory reserve\n  6,171   —   — \n\nChanges in assets and liabilities:\n         \n\nIncrease in inventory\n  (33,452)  (66,851)  (36,938)\n\nIncrease in other current assets\n  (42,430)  (6,316)  (2,831)\n\nIncrease in accounts receivable\n  (176,443)  (78,092)  (51,093)\n\nIncrease in accounts payable and accrued expenses\n  55,878   22,838   192 \n\nDecrease in lease liabilities\n  (2,099)  (2,388)  (2,375)\n\n(Decrease) increase in other current liabilities\n  (2,381)  4,029   2,675 \n\nIncrease in deferred revenue\n  6,390   17,483   5,711 \n\nNet cash used in operating activities\n  (24,772)  (40,517)  (31,413)\n\n          \n\nCASH FLOWS FROM INVESTING ACTIVITIES\n            \n\nProceeds from maturity of held-to-maturity securities\n  237,500   310,900   96,229 \n\nInvestment in held-to-maturity securities\n  (222,237)  (310,516)  (146,880)\n\nInvestment in equity investments\n  (1,250)  (1,375)  — \n\nPurchases of Property, Plant and Equipment\n  (214)  (45)  — \n\nNet cash provided by (used in) investing activities\n  13,799   (1,036)  (50,651)\n\n          \n\nCASH FLOWS FROM FINANCING ACTIVITIES\n            \n\nPayment of loan payable\n  —   (107,553)  — \n\nIssuance of common stock, net\n  —   —   46,296 \n\nProceeds from exercise of options\n  1,511   914   1,534 \n\nProceeds from debt financings\n  —   244,815   25,000 \n\nFinancing costs paid\n  —   (889)  (125)\n\nPurchase of treasury stock\n  (91,240)  (8,760)  — \n\nNet cash (used in) provided by financing activities\n  (89,729)  128,527   72,705 \n\n          \n\nNET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH\n  (100,702)  86,974   (9,359)\n\n          \n\nCASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD\n  181,192   94,218   103,577 \n\n          \n\nCASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD\n $80,490  $181,192  $94,218 \n\n          \n\nReconciliation to amounts on consolidated balance sheets:\n            \n\nCash and cash equivalents\n $79,148  $179,894  $92,933 \n\nRestricted cash\n  1,342   1,298   1,285 \n\nTotal cash, cash equivalents and restricted cash\n $80,490  $181,192  $94,218 \n\n          \n\nCash paid for:\n            \n\nInterest\n $24,249  $18,470  $8,771 \n\nIncome taxes\n $7,879  $500  $— \n\n             \n\nNONCASH TRANSACTIONS\n            \n\nDeferred Financing Costs\n $—  $—  $1,238 \n\nWarrants issued with debt financing\n $—  $—  $595 \n\n \n\n*The accompanying notes are an integral part of the consolidated financial statements.*\n\n \n\nF-7\n\n[Table of Contents](#toc)\n\nTG Therapeutics, Inc. and Subsidiaries\n\nNotes to Consolidated Financial Statements\n\n*Unless the context requires otherwise, references in this report to*“*TG,*”**“*Company,*”**“*we,*”**“*us*”*and*“*our*”*refer to TG Therapeutics,* *Inc. and our subsidiaries.*\n\n \n\n \n\n**NOTE** **1** –**ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\n**DESCRIPTION OF BUSINESS**\n\n \n\nTG 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.\n\n \n\n****\n\n**LIQUIDITY AND CAPITAL RESOURCES**\n\n \n\nAlthough 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.\n\n \n\nFor 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.\n\n \n\nAs 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.\n\n \n\nThe 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.\n\n \n\nThe Company's common stock is quoted on the Nasdaq Capital Market and trades under the symbol “TGTX.”\n\n \n\n****\n\n**RECENTLY ISSUED ACCOUNTING STANDARDS**\n\n \n\nThe 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.\n\n \n\nIn *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.\n\n \n\nIn *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.\n\n \n\n****\n\n**USE OF ESTIMATES**\n\n \n\nThe 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.\n\n \n\n****\n\n**CASH AND CASH EQUIVALENTS**\n\n \n\nThe Company considers liquid investments with original maturities of less than *three* months from the date of purchase to be cash and cash equivalents.\n\n \n\nF-\n*8*\n\n[Table of Contents](#toc)\n\nTG Therapeutics, Inc. and Subsidiaries\n\nNotes to Consolidated Financial Statements\n\n \n\n****\n\n**RESTRICTED CASH**\n\n \n\nThe 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*).\n\n \n\n****\n\n**INVESTMENT SECURITIES**\n\n \n\nInvestment 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.\n\n \n\nA 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.\n\n \n\nThe 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.\n\n \n\n****\n\n**CREDIT RISK**\n\n \n\nFinancial 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.\n\n \n\n****\n\n****\n\n**REVENUE RECOGNITION**\n\n \n\nPursuant 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.\n\n \n\nAt 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.\n\n \n\n*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.\n\n \n\nThese 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.\n\n \n\nChargebacks: 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.\n\n \n\nGovernment 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.\n\n \n\nCommercial 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.\n\n \n\nTrade 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.\n\n \n\nF-\n*9*\n\n[Table of Contents](#toc)\n\nTG Therapeutics, Inc. and Subsidiaries\n\nNotes to Consolidated Financial Statements\n\n \nProduct 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.\n\n \n\nSubject to certain limitations, the Company’s return policy allows for eligible returns of commercial products sold for credit under the following circumstances:\n\n \n\n●\n\nreceipt of damaged product;\n\n●\n\nshipment errors that were a result of an error by the Company;\n\n●\n\nexpired product that is returned during the period beginning *three* months prior to the product’s expiration and ending *six* months after the expiration date;\n\n●\n\nproduct subject to a recall; and\n\n●\n\nproduct that the Company, at its sole discretion, has specified can be returned for credit.\n\n ​\n\nAs of *December 31, 2025*, the Company has experienced an immaterial amount of product revenue returns related to sales of BRIUMVI.\n\n ​\n\nCo-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.\n\n \n\n*License Agreements*–\n\n \n\nThe 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.\n\n \n\nLicenses 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.\n\n \n\nMilestone 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.\n\n \n\nSales-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).\n\n \n\nOptional 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.\n\n \n\n*Other Revenue*\n\n \n\nRevenue 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.\n\n \n\n****\n\n**DEFERRED PRODUCT REVENUE**\n\n \n\nWhen 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.\n\n \n\n****\n\n**ACCOUNTS RECEIVABLE**\n\n \n\nIn 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.\n\n \n\nIn 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.\n\n \n\nF-\n*10*\n\n[Table of Contents](#toc)\n\nTG Therapeutics, Inc. and Subsidiaries\n\nNotes to Consolidated Financial Statements\n\n \n\n****\n\n**COST OF REVENUE**\n\n \n\nCost 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.\n\n \n\n****\n\n**INVENTORY**\n\n \n\nInventories 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.\n\n \n\n****\n\n**RESEARCH AND DEVELOPMENT COSTS**\n\n \n\nGenerally, 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.\n\n \n\nThe 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.\n\n  \n\n****\n\n**INCOME TAXES**\n\n \n\nIncome 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.\n\n \n\nThe 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.\n\n \n\n****\n\n**STOCK-BASED COMPENSATION**\n\n \n\nStock-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.\n\n \n\nStock-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.\n\n \n\nF-\n*11*\n\n[Table of Contents](#toc)\n\nTG Therapeutics, Inc. and Subsidiaries\n\nNotes to Consolidated Financial Statements\n\n \n\n****\n\n**SHARE REPURCHASES**\n\n \n\nThe 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.\n\n \n\n****\n\n**NET INCOME PER COMMON SHARE**\n\n \n\nBasic 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.\n\n \n\nThe following table summarizes the Company's potentially dilutive securities at *December 31, 2025,**2024* and *2023*:\n\n \n\n  \n**December 31,**\n \n\n  \n**2025**\n  \n**2024**\n  \n**2023**\n \n\nUnvested restricted stock\n  12,011,850   10,343,555   8,139,037 \n\nOptions\n  4,204,816   4,470,216   4,697,029 \n\nWarrants\n  165,214   165,214   312,272 \n\nShares issuable upon note conversion\n  23,095   21,973   20,902 \n\nTotal\n  16,404,975   15,000,958   13,169,240 \n\n \n\nThe computation of basic and diluted earnings per share (EPS) is as follows:\n\n \n\n  \n**Year ended**\n \n\n  \n**December 31,**\n \n\n(in thousands, except share and per share data)\n \n**2025**\n  \n**2024**\n  \n**2023**\n \n\nNet income\n  447,179   23,383   12,672 \n\nWeighted-average common shares outstanding\n  144,316,786   145,317,418   141,955,112 \n\nDilutive effect of potential common shares\n  17,095,960   15,018,633   6,553,353 \n\nWeighted-average common shares outstanding assuming dilution\n  161,412,746   160,336,051   148,508,465 \n\n    \n\nNet income per share - basic\n  3.10   0.16   0.09 \n\nNet income per share - diluted\n  2.77   0.15   0.09 \n\n \n\n****\n\n**LONG-LIVED ASSETS AND GOODWILL**\n\n \n\nLong-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.\n\n \n\nGoodwill 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.\n\n \n\n****\n\n**LEASES**\n\n \n\nAll 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.\n\n \n\nRight-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.\n\n \n\nLeases 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.\n\n \n\nIn 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.\n\n \n\nF-\n*12*\n\n[Table of Contents](#toc)\n\nTG Therapeutics, Inc. and Subsidiaries\n\nNotes to Consolidated Financial Statements\n\n \n\n****\n\n**SEGMENT REPORTING**\n\n \n\nOperating 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.\n\n \n\nThe 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.\n\n \n\n**NOTE 2 - REVENUE **\n\n \n\nAs 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):\n\n \n\n(in thousands)\n \n**Year ended December 31,**\n \n\n  \n**2025**\n  \n**2024**\n  \n**2023**\n \n\nTotal product revenue, net\n $606,928  $313,728  $92,005 \n\nLicense Revenue\n  152   152   140,153 \n\nMilestone Revenue\n  —   12,500   — \n\nRoyalty Revenue\n  5,615   801   — \n\nOther Revenue\n  3,592   1,823   1,504 \n\nTotal Revenue\n $616,287  $329,004  $233,662 \n\n \n\n**Product revenue, net**\n\n \n\nThe following table presents the Company's disaggregated BRIUMVI revenue by geography for the periods presented:\n\n \n\n(in thousands)\n \n**Year ended December 31,**\n \n\n  \n**2025**\n  \n**2024**\n  \n**2023**\n \n\n**BRIUMVI**\n ** **** **** ** ** **** **** ** ** **** **** **\n\nU.S.\n $594,105  $310,023  $88,786 \n\nInternational\n  12,823   3,705   3,219 \n\nWorldwide\n $606,928  $313,728  $92,005 \n\n \n\nThe 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.*\n\n \n\nAs 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.\n\n \n\nThe 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*:\n\n \n\n  \n**Twelve months ended December 31,**\n \n\n  \n**2025**\n  \n**2024**\n  \n**2023**\n \n\nCustomer 1\n  42%  42%  41%\n\nCustomer 2\n  26%  29%  31%\n\nCustomer 3\n  18%  15%  16%\n\nCustomer 4\n  12%  14%  13%\n\n \n\nThe 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*:\n\n \n\n  \n**Twelve months ended December 31,**\n \n\n  \n**2025**\n  \n**2024**\n \n\nCustomer 1\n  38%  32%\n\nCustomer 2\n  18%  25%\n\nCustomer 3\n  27%  25%\n\nCustomer 4\n  15%  17%\n\n \n\nF-\n*13*\n\n[Table of Contents](#toc)\n\nTG Therapeutics, Inc. and Subsidiaries\n\nNotes to Consolidated Financial Statements\n\n   \n\n**License, Milestone, Royalty and Other Revenue**\n\n \n\nLicense, 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.*\n\n \n\n**NOTE** **3** –**INVESTMENT SECURITIES**\n\n \n\nThe 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.\n\n \n\nThe following tables summarize the Company's held-to-maturity securities at *December 31, 2025*and *2024*:\n\n \n\n  \n**December 31, 2025**\n \n\n  \n**Amortized**\n  \n**Gross**\n  \n**Gross**\n   * *** **\n\n  \n**cost, as**\n  \n**unrealized**\n  \n**unrealized**\n  \n**Estimated**\n \n\n(in thousands)\n \n**adjusted**\n  \n**holding gains**\n  \n**holding losses**\n  \n**fair value**\n \n\nShort-term obligations of domestic governmental agencies (maturing between January 2026 and December 2026) (held-to-maturity)\n $62,822  $130  $—  $62,952 \n\nLong-term obligations of domestic governmental agencies (maturing between January 2027 and November 2027) (held-to-maturity)\n  57,541   201   —   57,742 \n\nTotal held-to-maturity investment securities\n $120,363  $331  $—  $120,694 \n\n \n\n  \n**December 31, 2024**\n \n\n  \n**Amortized**\n  \n**Gross**\n  \n**Gross**\n   * *** **\n\n  \n**cost, as**\n  \n**unrealized**\n  \n**unrealized**\n  \n**Estimated**\n \n\n  \n**adjusted**\n  \n**holding gains**\n  \n**holding losses**\n  \n**fair value**\n \n\nShort-term obligations of domestic governmental agencies (maturing between January 2025 and December 2025) (held-to-maturity)\n $131,106  $64  $—  $131,170 \n\nTotal held-to-maturity investment securities\n $131,106  $64  $—  $131,170 \n\n \n\nIncluded 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.\n\n \n\n**NOTE** **4** –******INVENTORY** \n\n \n\nThe following table presents the Company's inventory as of *December 31, 2025* (in thousands):\n\n \n\n  \n**December 31, 2025**\n  \n**December 31, 2024**\n \n\nRaw Materials\n $12,960  $28,151 \n\nWork in Process\n  112,397   68,369 \n\nFinished Goods\n  22,089   13,938 \n\nInventory, gross\n  147,446   110,458 \n\nInventory Reserve\n  (6,171)  — \n\nInventory, net\n $141,275  $110,458 \n\n         \n\nReported As:\n        \n\nInventory\n $125,586  $110,458 \n\nLong-term Inventory\n  15,689   — \n\nTotal Inventory\n $141,275  $110,458 \n\n \n\nInventory 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.\n\n \n\nAt *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.\n\n \n\nOn 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.\n\n \n\nF-\n*14*\n\n[Table of Contents](#toc)\n\nTG Therapeutics, Inc. and Subsidiaries\n\nNotes to Consolidated Financial Statements\n\n \n\nIn *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.\n\n \n\nThe 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.\n\n \n\n**NOTE** **5** –**FAIR VALUE MEASUREMENTS**\n\n \n\nThe 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:\n\n \n\n \n●\n\nLevel *1* – quoted prices in active markets for identical assets and liabilities;\n\n \n\n \n●\n\nLevel *2* – inputs other than Level *1* quoted prices that are directly or indirectly observable; and\n\n \n\n \n●\n\nLevel *3* – unobservable inputs for which market data are *not* available.\n\n \n\n*Equity Investments and Forward Contract Liabilities*\n\n \n\nIn *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.\n\n \n\nUpon 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.*\n\n \n\nOn *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.\n\n \n\nAll 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*.\n\n \n\nThe 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*.\n\n \n\n*5% Notes*\n\n \n\nAt 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.\n\n \n\nThe 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.\n\n \n\nF-\n*15*\n\n[Table of Contents](#toc)\n\nTG Therapeutics, Inc. and Subsidiaries\n\nNotes to Consolidated Financial Statements\n\n \n\nThe following tables provide the fair value measurements of applicable financial assets and liabilities as of *December 31, 2025*and *2024*:\n\n \n\n  \n**Financial liabilities at fair value as of December 31, 2025**\n \n\n(in thousands)\n \n**Level 1**\n  \n**Level 2**\n  \n**Level 3**\n  \n**Total**\n \n\n    \n\nEquity Investments\n $1,323  $—  $—  $1,323 \n\nTotal Assets\n $1,323  $—  $—  $1,323 \n\n                 \n\nForward Contract Liabilities\n  —   1,412   —   1,412 \n\n5% Notes\n $—  $—  $689  $689 \n\nTotal\n $—  $1,412  $689  $2,101 \n\n \n\n​\n \n**Financial liabilities at fair value as of December 31, 2024**\n \n\n​\n \n**Level 1**\n  \n**Level 2**\n  \n**Level 3**\n  \n**Total**\n \n\n​\n \n​\n  \n​\n  \n​\n  \n​\n \n\nEquity Investments\n $371  $—  $—  $371 \n\nTotal Assets\n $371  $—  $—  $371 \n\n                 \n\nForward Contract Liabilities\n $—  $3,129  $—  $3,129 \n\n5% Notes\n $—  $—  $661  $661 \n\nTotal Liabilities\n $—  $3,129  $661  $3,790 \n\n \n\nThe 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*.\n\n \n\nThe Company's forward contract liabilities classified as Level *2* were valued using Precision's closing stock price on the Nasdaq Stock Market.\n\n \n\nThe 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.\n\n \n\nThe 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.\n\n \n\n**NOTE** **6** –**STOCKHOLDERS**’**EQUITY**\n\n \n\n**Preferred Stock**\n\n \n\nThe 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.\n\n \n\n***Common Stock ***\n\n \n\nThe 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. \n\n \n\nIn *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*.\n\n \n\nOn *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.\n\n \n\nF-\n*16*\n\n[Table of Contents](#toc)\n\nTG Therapeutics, Inc. and Subsidiaries\n\nNotes to Consolidated Financial Statements\n\n \n\n** Share Repurchase Program and Treasury Stock**\n\n \n\nIn *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.\n\n \n\nIn *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*.\n\n \n\nDuring 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.\n\n \n\nDuring 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.\n\n \n\n**Equity Incentive Plans**\n\n \n\nThe 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.\n\n \n\nThe 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.\n\n \n\nTotal 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.\n\n \n\nRestricted Stock\n\n \n\nCertain 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*:\n\n \n\n  * *  \n**Weighted-average**\n \n\n  * *  \n**grant date fair**\n \n\n  \n**Number of shares**\n  \n**value**\n \n\nOutstanding at January 1, 2023\n  8,732,286   16.12 \n\nGranted\n  3,620,237   13.77 \n\nVested\n  (2,500,263)  11.98 \n\nForfeited\n  (213,192)  12.14 \n\nOutstanding at December 31, 2023\n  9,639,068   17.05 \n\nGranted\n  4,751,729   18.27 \n\nVested\n  (2,252,438)  14.78 \n\nForfeited\n  (294,773)  13.49 \n\nOutstanding at December 31, 2024\n  11,843,586   18.22 \n\nGranted\n  2,822,875   30.57 \n\nVested\n  (2,267,992)  15.59 \n\nForfeited\n  (386,588)  13.33 \n\nOutstanding at December 31, 2025\n  12,011,881  $21.77 \n\n \n\nF-\n*17*\n\n[Table of Contents](#toc)\n\nTG Therapeutics, Inc. and Subsidiaries\n\nNotes to Consolidated Financial Statements\n\n \n\nTotal 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.\n\n \n\nAs 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.\n\n \n\nAs 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.\n\n \n\nMilestone-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.\n\n \n\nStock Options\n\n \n\nThe 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*:\n\n \n\n  * *  * *  \n**Weighted-**\n  * * \n\n  * *  * *  \n**average**\n  * * \n\n  * *  \n**Weighted-**\n  \n**contractual**\n  * * \n\n  \n**Number of**\n  \n**average**\n  \n**term**\n  \n**Aggregate**\n \n\n  \n**shares**\n  \n**exercise price**\n  \n**(in years)**\n  \n**intrinsic value**\n \n\n             \n\nOutstanding at January 1, 2023\n  5,135,685  $7.10   5.09  $25,064,799 \n\nGranted\n  —   —  * *  * * \n\nExercised\n  (246,156)  6.08  * *  * * \n\nForfeited\n  (192,500)  11.30  * *  * * \n\nExpired\n  —   —  * *  * * \n\nOutstanding at December 31, 2023\n  4,697,029  $6.98   4.10  $47,607,209 \n\nGranted\n  —   —  * *  * * \n\nExercised\n  (151,813)  6.02  * *  * * \n\nForfeited\n  (75,000)  13.25  * *  * * \n\nExpired\n  —   —  * *  * * \n\nOutstanding at December 31, 2024\n  4,470,216  $6.90   3.08  $103,691,060 \n\nGranted\n  —   —   * *   * * \n\nExercised\n  (209,150)  7.22   * *   * * \n\nForfeited\n  (56,250)  12.08   * *   * * \n\nExpired\n  —   —   * *   * * \n\nOutstanding at December 31, 2025\n  4,204,816   6.82   2.08  $96,673,515 \n\n             \n\nExercisable at December 31, 2025\n  3,565,226   6.78   2.18  $82,111,479 \n\n \n\nTotal 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.\n\n ​\n\nWarrants\n\n \n\nAs 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.\n\n \n\nF-\n*18*\n\n[Table of Contents](#toc)\n\nTG Therapeutics, Inc. and Subsidiaries\n\nNotes to Consolidated Financial Statements\n\n ​ \n\n \n\n**NOTE 7**–**LOAN PAYABLE**\n\n \n\nOn *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.\n\n \n\nThe 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.\n\n \n\nThe 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. \n\n \n\nThe 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.\n\n \n\nThe 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.\n\n \n\nThe 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.\n\n \n\nThe loan payable balance of the Initial Term Loan as of *December 31, 2025*and *2024*, is as follows:\n\n \n\n  \n**The Initial Term Loan**\n  \n**The Initial Term Loan**\n \n\n  \n**December 31,**\n  \n**December 31,**\n \n\n(in thousands)\n \n**2025**\n  \n**2024**\n \n\nLoan payable\n $250,000  $250,000 \n\nAdd: Accreted Liability of final payment fee\n  —   — \n\n   250,000   250,000 \n\nLess: unamortized debt issuance costs\n  (4,355)  (5,571)\n\n   245,645   244,429 \n\nLess: principal payments\n  —   — \n\nTotal loan payable\n  245,645   244,429 \n\nLess: current portion\n  —   — \n\nLoan payable non-current\n $245,645  $244,429 \n\n \n\n \n\n**NOTE 8**–**LEASES**\n\n \n\nIn *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.\n\n \n\nIn *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.*\n\n \n\nF-\n*19*\n\n[Table of Contents](#toc)\n\nTG Therapeutics, Inc. and Subsidiaries\n\nNotes to Consolidated Financial Statements\n\n \n\nThe 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*.\n\n \n\nOperating lease cost was $1.9 million, $2.3 million and $2.2 million for the years ended *December 31, 2025,**2024* and *2023*, respectively.\n\n \n\nAs 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.\n\n \n\nThe balance sheet classification of lease liabilities was as follows:\n\n \n\n  \n**December 31,**\n  \n**December 31,**\n \n\n(in thousands)\n \n**2025**\n  \n**2024**\n \n\n**Liabilities**\n      \n\nLease liability current portion\n $1,044  $1,157 \n\nLease liability non-current\n  7,021   8,133 \n\nTotal lease liability\n $8,065  $9,290 \n\n \n\nAs of *December 31, 2025*, the maturities of lease liabilities were as follows:\n\n \n\n  \n**Operating**\n \n\n  \n**leases**\n \n\n2026\n $2,080 \n\n2027\n  1,913 \n\n2028\n  1,827 \n\n2029\n  1,827 \n\nAfter 2030\n  2,889 \n\nTotal lease payments\n  10,536 \n\nLess: interest\n  (2,471)\n\nPresent value of lease liabilities(*)\n $8,065 \n\n \n\n(*) 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.\n\n \n\n**NOTE** **9** –**INCOME TAXES**\n\n \n\nThe components of net income before taxes are as follows:\n\n \n\n  \n**For the year ended December 31,**\n \n\n(in thousands)\n \n**2025**\n  \n**2024**\n  \n**2023**\n \n\n             \n\nDomestic\n $107,739  $26,470  $13,583 \n\nForeign\n  (349)  (876)  (521)\n\nNet income before taxes\n $107,390  $25,594  $13,062 \n\n \n\nIncome tax (benefit) expense consists of the following:\n\n \n\n  \n**For the year ended December 31,**\n \n\n(in thousands)\n \n**2025**\n  \n**2024**\n  \n**2023**\n \n\nCurrent:\n            \n\nFederal\n $—  $—  $— \n\nState\n  8,211   2,211   390 \n\nForeign\n  —   —   — \n\nTotal current tax expense\n $8,211  $2,211  $390 \n\n             \n\nDeferred:\n            \n\nFederal\n $(335,077) $—  $— \n\nState\n  (12,923)  —   — \n\nForeign\n  —   —   — \n\nTotal deferred tax (benefit) expense\n $(348,000) $—  $— \n\n             \n\nIncome tax (benefit) expense\n $(339,789) $2,211  $390 \n\n \n\nF-\n*20*\n\n[Table of Contents](#toc)\n\nTG Therapeutics, Inc. and Subsidiaries\n\nNotes to Consolidated Financial Statements\n\n \n\n 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.\n\n \n\nOn *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.*\n\n \n\nBeginning 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:\n\n \n\n  \n**For the Year Ended**\n \n\n  \n**December 31, 2025**\n \n\n(in thousands)\n \n**Tax Effect**\n  \n**Effective Tax Rate**\n \n\n         \n\nU.S. federal statutory income tax rate\n $22,552   21.0%\n\nState and local income tax, net of federal income tax effect\n  (6,440)  (6.0)%\n\nTax credits:\n        \n\nResearch and development (R&D) tax credit\n  (7,352)  (6.8)%\n\nChanges in valuation allowance\n  (357,904)  (333.3)%\n\nNontaxable or nondeductible items:\n        \n\nOfficer compensation limit\n  6,213   5.8%\n\nExcess tax benefit on stock-based compensation\n  (8,118)  (7.6)%\n\nOther\n  324   0.3%\n\nOther adjustments:\n        \n\nLimitation to tax attribute utilization\n  9,477   8.8%\n\nOther\n  1,459   1.4%\n\nTax effect and effective tax rate\n $(339,789)  (316.4)%\n\n \n\nIncome 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:\n\n \n\n  \n**For the year ended December 31,**\n** **\n\n(in thousands)\n \n**2024**\n  \n**2023**\n \n\n         \n\nIncome before income taxes, as reported in the consolidated statements of operations\n $25,594  $13,062 \n\n​\n \n​\n  \n​\n \n\nComputed “expected” tax benefit\n $5,375  $2,743 \n\n​\n        \n\nIncrease (decrease) in income taxes resulting from:\n        \n\nState and local taxes\n  780   (700)\n\nResearch and development credits\n  (4,637)  (3,402)\n\nOfficer Compensation Limitation\n  2,164   (740)\n\nProvision-to-return\n  11,733   (9,235)\n\nPrior period state tax benefit\n  (3,508)  — \n\nOther\n  646   245 \n\nStock options\n  (1,602)  (10,616)\n\nChange in state tax rates\n  (4,970)  4,141 \n\nChange in the balance of the valuation allowance for deferred tax assets\n  (3,770)  17,954 \n\n​\n $2,211  $390 \n\n \n\nCash paid for income taxes, net of refunds received, by jurisdiction for the years ended *December 31, 2025 *are as follows:\n\n \n\n  \n**For the year ended December 31,**\n \n\n(in thousands)\n \n**2025**\n \n\n     \n\nFederal\n $300 \n\nState:\n    \n\nCalifornia\n  710 \n\nKentucky\n  1,100 \n\nMississippi\n  500 \n\nTennessee\n  4,519 \n\nOther\n  750 \n\nForeign\n  — \n\n     \n\nCash paid for income taxes, net of refunds received\n $7,879 \n\n \n\nF-\n*21*\n\n[Table of Contents](#toc)\n\nTG Therapeutics, Inc. and Subsidiaries\n\nNotes to Consolidated Financial Statements\n\n \n\nOur deferred tax assets (liabilities) are as follows:\n\n ​\n\n(in thousands)\n \n**2025**\n  \n**2024**\n \n\nDeferred tax assets:\n      \n\nNet operating loss carryforwards\n $275,710  $294,046 \n\nResearch and development credit\n 58,045  50,693 \n\nNoncash compensation\n 15,400  12,267 \n\nCapitalized R&D Expenses\n 14,753  49,681 \n\nOther\n 27,966  10,335 \n\nGross deferred tax assets\n  391,874   417,022 \n\nDeferred tax liabilities:\n      \n\nOther\n  (3,897)  (2,408)\n\nNet deferred tax assets, excluding valuation allowance\n  387,977   414,614 \n\nLess valuation allowance\n (39,977) (414,614)\n\nNet deferred tax assets\n $348,000  $— \n\n \n\nAs of\n*December 31, 2025,*the Company has U.S. federal net operating loss (NOL) carryforwards of approximately\n$1.1 billion and research and development credit carryforwards (R&D credits) of approximately\n$58.0 million. For income tax purposes, these NOLs and R&D credits will expire in various amounts starting in\n*2029* and through *2046*, respectively. NOLs generated after\n*2017* do\n*not* expire. The Tax Reform Act of\n*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\n*may*have resulted in a “change in ownership” as defined by IRC Section\n*382* of the Internal Revenue Code of\n*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\n$9.5 million of tax expense to reflect this limitation. In addition, a portion of the R&D Credit carryforwards\n*may*be subject to annual limitations in reducing any future year’s tax.\n\n \n\nA 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\n*not* that its U.S. federal and certain state deferred tax assets are realizable at\n*December 31, 2025.*The Company continues to maintain a full or partial valuation allowance against certain state attributes as of\n*December 31, 2025,*because the Company concluded it is\n*not* more likely than\n*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\n$40.0 million and\n$414.6 million as of\n*December 31, 2025*and\n*2024,* respectively. \n\n \n\nThe Company files income tax returns in the U.S Federal and various state and local jurisdictions. With certain exceptions, the Company is\n*no* longer subject to U.S. Federal and state income tax examinations by tax authorities for years prior to\n*2022*. However, NOLs and tax credits generated from those prior years could still be adjusted upon audit.\n\n \n\nThe Company would recognize interest and penalties, if any, to uncertain tax position in income tax expense in the statement of operations. There was\n*no* accrual for interest and penalties related to uncertain tax positions for\n*2025.* \n\n \n\n \n\n**NOTE** **10** –**LICENSE AGREEMENTS**\n\n \n\n**BRIUMVI (Ublituximab)**\n\n \n\nIn *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.\n\n \n\nLFB 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.\n\n \n\nIn *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.\n\n \n\nAn 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.\n\n \n\nF-\n*22*\n\n[Table of Contents](#toc)\n\nTG Therapeutics, Inc. and Subsidiaries\n\nNotes to Consolidated Financial Statements\n\n \n\nThe 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.\n\n \n\n**Neuraxpharm Commercialization Agreement**\n\n \n\nIn *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.\n\n \n\nThe 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).\n\n \n\nThe 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. \n\n \n\nAs 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.\n\n \n\n**Azer-cel**\n\n \n\nIn *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.\n\n \n\nPursuant 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.\n\n \n\nPrecision 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.\n\n \n\n**MaxCyte**\n\n \n\nOn *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.*\n\n \n\nMaxCyte 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.\n\n \n\nThe 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.\n\n \n\nF-\n*23*\n\n[Table of Contents](#toc)\n\nTG Therapeutics, Inc. and Subsidiaries\n\nNotes to Consolidated Financial Statements\n\n   \n\n**TG-1701:** **BTK**\n\n \n\nIn *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.\n\n \n\n**TG-1801:** **anti-CD47/anti-CD19**\n\n \n\nIn *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.\n\n \n\n \n\n**NOTE** **11** –**RELATED PARTY TRANSACTIONS**\n\n \n\nIn *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.\n\n \n\nPlease refer to Note *8* - Leases for details regarding the Office Agreement with FBIO.\n\n \n\n \n\n**NOTE** **12** –**COMMITMENTS AND CONTINGENCIES**\n\n \n\n**Purchase Commitments**\n\n \n\nThe 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.\n\n \n\n**Loan Payable**\n\n ​\n\nSee Note *7* – for a detail description of the Company's loan agreement.\n\n \n\n**Leases**\n\n \n\nSee Note *8* - for a detailed description of the Company's lease arrangements in New York and North Carolina.\n\n \n\n \n\n \n\n \n\n  \n\n \n\nF-24\n\n[Table of Contents](#toc)\n\n  \n\n   \n\nSIGNATURES\n\n \n\nPursuant 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.\n\n \n\n​\n\n**TG THERAPEUTICS,** **INC.**\n\n​\n\n​\n\n​\n\nDate: February 27, 2026\n\nBy:  \n\n/s/ Michael S. Weiss\n\n​\n\n​\n\nMichael S. Weiss \n\n​\n\n​\n\nChairman and Chief Executive Officer\n\n \n\nF-25\n\n[Table of Contents](#toc)\n\n \n\nPOWER OF ATTORNEY\n\n \n\nKNOW 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.\n\n \n\nPursuant 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:\n\n \n\n**Signatures**\n\n \n\n**Title**\n\n/s/ Michael S. Weiss\nMichael S. Weiss\n\n​\n\nChairman, Chief Executive Officer and President\n\n​\n\n​\n\n​\n\n/s/ Sean A. Power\nSean A. Power\n\n​\n\nChief Financial Officer, Treasurer and Corporate Secretary\n\n​\n\n​\n\n​\n\n/s/ Laurence N. Charney\nLaurence N. Charney\n\n​\n\nDirector\n\n​\n\n​\n\n​\n\n/s/ Yann Echelard\nYann Echelard\n\n​\n\nDirector\n\n​\n\n​\n\n​\n\n/s/ Kenneth Hoberman\nKenneth Hoberman\n\n​\n\nDirector\n\n​\n\n​\n\n​\n\n/s/ Daniel Hume\nDaniel Hume\n\n​\n\nDirector\n\n​\n\n​\n\n​\n\n/s/ Sagar Lonial\n\nSagar Lonial\n\n​\n\nDirector\n\n \n\nF-26"}