The Company’s amended and restated certificate of incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock, $0.001 par value, with rights senior to those of the Company’s common stock, issuable in one or more series. Upon issuance, the Company may determine the rights, preferences, privileges and restrictions thereof. These rights, preferences, and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock.

On August 8, 2025, the Company filed an automatic “shelf registration” statement on Form S-3 (the 2025 WKSI Shelf) as a “well-known seasoned issuer” (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. 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.

In August 2024, the Company’s Board of Directors (the Board) authorized a share repurchase program (the Prior Share Repurchase Program) pursuant to which the Company could repurchase up to $100 million of its outstanding common stock. In September 2025, the Company announced the completion of the Prior Share Repurchase Program. Under the Prior Share Repurchase Program, the Company repurchased an aggregate of 3,502,334 shares of common stock at an average price of $28.55 per share.

In September 2025, the Board authorized and approved a new share repurchase program (the 2025 Share Repurchase Program) for up to $100 million of the currently outstanding shares of the Company’s common stock. Under the 2025 Share Repurchase Program, the Company intends to repurchase shares through open market purchases, privately-negotiated transactions, or other methods in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. The 2025 Share Repurchase Program does not have a fixed expiration date, may be suspended or discontinued at any time, and does not obligate the Company to acquire any particular amount of its common stock.

In March 2026, the Board authorized and approved an increase to the 2025 Share Repurchase Program from $100 million to $300 million. For the three months ended September 30, 2026, the Company repurchased 2,023,452 shares of common stock at an average price of $49.43 per share. As of September 30, 2026, the Company had repurchased approximately $200 million of common stock under the 2025 Share Repurchase Program at an average price of $37.37 per share.

As of September 30, 2026, 8,894,998 shares of common stock are being held in Treasury, at a cost of approximately $300.2 million, representing the fair market value on the date the shares were surrendered to the Company, mainly as part of the Prior Share Repurchase Program and the 2025 Share Repurchase Program.

The TG Therapeutics, Inc. Amended and Restated 2012 Incentive Plan (the 2012 Incentive Plan) was approved by stockholders in June 2020. As of September 30, 2026, 2,976,163 shares of restricted stock and 1,838,656 options were outstanding, and no additional shares were available to be issued under the 2012 Incentive Plan.

The TG Therapeutics, Inc. 2022 Incentive Plan (the 2022 Incentive Plan) was approved by stockholders in June 2022 with 17,000,000 shares available to be issued, and was amended to increase the shares available to be issued from 17,000,000 to 22,000,000 in June 2025 (the 2022 Incentive Plan Amendment). As of September 30, 2026, 8,072,886 shares of restricted stock and 2,185,500 options were outstanding, and 41,625 Stock Tracking Units (STUs) were reserved, leaving up to an additional 5,698,702 shares available to be issued under the 2022 Incentive Plan. The 2022 Incentive Plan is currently the Company’s only active incentive plan. The Company’s equity incentive plan includes both equity and liability-classified awards granted to employees and directors.


	Restricted Stock
	September 30, 2026	September 30, 2025
Restricted stock awards outstanding, beginning of year	12,011,881	11,843,586
Changes during the year:
Granted	1,047,977	2,734,646
Vested	(1,872,654)	(1,810,349)
Expired or Forfeited	(138,155)	(236,279)
Restricted stock awards outstanding, end of period	11,049,049	12,531,604

Total stock-based compensation expense related to restricted stock grants was $11.7 million and $17.5 million for the three months ended September 30, 2026 and 2025, respectively, net of $0.5 million of expense capitalized into inventory during both periods. Total stock-based compensation expense related to restricted stock grants was $37.8 million and $48.0 million for the nine months ended September 30, 2026 and 2025, respectively, net of $1.7 million and $2.5 million of expense capitalized into inventory during the respective periods.

As of September 30, 2026, the Company had approximately $26.0 million of total unrecognized compensation expense related to unvested time-based restricted stock, expected to be recognized over a weighted-average period of 2.3 years.

Milestone-based noncash compensation expense will be recognized if and when achievement of the related milestone becomes probable. Awards with market conditions are valued using advanced option-pricing models, such as a Monte Carlo simulation, with the effect of the market condition reflected in the grant-date fair value. Compensation expense for awards with market conditions is recognized over the requisite service period determined by the grant-date valuation, regardless of whether the market condition is ultimately satisfied.

As of September 30, 2026, the Company had approximately $19.8 million of total unrecognized compensation expense related to unvested milestone-based restricted stock. Of this amount, $1.6 million is expected to be recognized over a weighted-average period of 0.5 years, while the remaining $18.2 million will be recognized only if and when achievement of the applicable milestones becomes probable. As of September 30, 2026, the Company had approximately $42.9 million related to restricted stock with market conditions, expected to be recognized over a weighted-average period of 2.5 years.

The Company grants stock tracking units (STUs), which are equity-linked compensation awards granted under the TG Therapeutics, Inc. 2022 Incentive Plan. Each STU represents the right to receive the value of one share of the Company’s common stock, either in cash or, for certain awards, in shares of stock. STUs may be either time-based awards or performance-based awards.

STUs are accounted for as liability awards and are remeasured at fair value at each reporting date, with changes in fair value recognized as stock-based compensation expense in the condensed consolidated statements of operations. The fair value of STUs is based on the closing price of the Company’s common stock at each reporting date.

Compensation expense for STUs is recognized over the requisite service period. For STUs with performance conditions, expense is recognized when it is probable that the performance condition will be achieved. The related liability is recorded within accrued compensation and is adjusted each reporting period until settlement.

As of September 30, 2026, the Company had approximately 1,972,380 STUs outstanding. Stock-based compensation expense related to STUs was $12.9 million for the three months ended September 30, 2026, net of $0.6 million of expense capitalized into inventory. Stock-based compensation expense related to STUs was $34.3 million for the nine months ended September 30, 2026, net of $1.5 million of expense capitalized into inventory. The expense recognized during the three and nine months ended September 30, 2026 includes approximately $0.5 million and $9.1 million, respectively, attributable to the remeasurement of outstanding STUs to fair value based on the increase in the Company's closing stock price during the period. As of September 30, 2026, the Company had approximately $74.2 million of unrecognized compensation expense related to unvested STUs, expected to be recognized over a weighted-average period of 3.4 years.


	Stock Options
	September 30, 2026	September 30, 2025
Stock options outstanding, beginning of year	4,204,816	4,470,216
Changes during the year:
Granted	—	—
Exercised	(180,660)	(51,650)
Expired or Forfeited	—	(56,250)
Stock options outstanding, end of period	4,024,156	4,362,316

Total stock-based compensation expense associated with stock options was approximately $0.0 million and $0.2 million during the three months ended September 30, 2026 and 2025, respectively. Total stock-based compensation expense associated with stock options was approximately $0.4 million and $1.0 million during the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, there was no remaining unrecognized stock-based compensation expense related to unvested time-based stock options. As of September 30, 2026, stock options outstanding include options granted to both employees and non-employees, which are both time-based and milestone-based. Stock-based compensation for milestone-based options will be recorded if and when a milestone becomes probable.

In September 2026, Hercules Capital, Inc. (Hercules) exercised its remaining warrants to purchase 115,042 and 50,172 shares of the Company’s common stock at exercise prices of $17.95 and $14.70 per share, respectively. The warrants were issued in connection with the Company’s prior loan agreement with Hercules, which has been repaid and terminated. The warrants were exercised on a cashless basis pursuant to the net exercise provisions of the warrant agreements, using a fair value of $55.29 per share and resulting in 114,525 net shares of the Company’s common stock issuable to Hercules. As of September 30, 2026, no warrants remain outstanding.