TG Therapeutics Inc 2025年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscalyear ended December 31, 2025.OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to ________. Commission File Number 1-32639TG THERAPEUTICS,INC.(Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code: (212) 554-4484 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (§ 232.405 of this Chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2of the Exchange Act. Accelerated filer☐Smaller reporting company☐Emerging growth company☐ Large accelerated filer☒Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) .☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of voting common stock held by non-affiliates of the registrant (assuming, for purposes of this calculation, without conceding, that allexecutive officers and directors are “affiliates”) was approximately $2.5 billion as of June 30, 2024, based on the closing sale price of such stock as reported on theNASDAQ Capital Market. There were 159,688,256shares of the registrant’s common stock, $0.001 par value, outstanding as of February 25, 2026. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement for the 2025 Annual Meeting of Stockholders are incorporated by reference in PartIII of this Annual Reporton Form10-K. Auditor Name: KPMG LLPAuditor Location: New York, NY Auditor Firm ID: 185 Table of Contents TG THERAPEUTICS,INC.ANNUAL REPORT ON FORM10-KFOR THE FISCALYEAR ENDED DECEMBER 31, 2025 TABLE OF CONTENTS SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTSSUMMARY RISK FACTORS ITEM1BusinessITEM1ARisk FactorsITEM1BUnresolved Staff CommentsITEM1CCybersecurityITEM2PropertiesITEM3Legal ProceedingsITEM4Mine Safety Disclosures PARTII ITEM5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities55ITEM6Removed and Reserved56ITEM7Management’s Discussion and Analysis of Financial Condition and Results of Operations56ITEM7AQuantitative and Qualitative Disclosure About Market Risk65ITEM8Financial Statements and Supplementary Data65ITEM9Changes in and Disagreements With Accountants on Accounting and Financial Disclosures65ITEM9AControls and Procedures65ITEM9BOther Information65 PARTIII ITEM10Directors, Executive Officers and Corporate Governance65ITEM11Executive Compensation65ITEM12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters66ITEM13Certain Relationships and Related Transactions, and Director Independence66ITEM14Principal Accounting Fees and Services66