TG Therapeutics (TGTX) secures $750M 2026 Term Loan maturing 2031

Rhea-AI Filing Summary

TG Therapeutics entered into a major debt amendment that creates a new $750 million 2026 term loan, which was fully drawn on March 18, 2026. Part of the proceeds repaid the company’s existing initial term loans, effectively refinancing its capital structure while keeping Blue Owl Capital Corporation as administrative agent.

The loan matures on March 18, 2031 and carries a variable interest rate based on either a base rate or Term SOFR, plus a margin tied to the company’s total net leverage ratio. Margins start at 4.75% for SOFR and 3.75% for base rate borrowings and can step down by 0.25% if leverage improves. Beginning in the quarter ending March 31, 2030, the agreement requires quarterly principal payments of $37.5 million, with the remaining balance due at maturity, though these installments may be deferred to maturity if a leverage threshold is met.

The 2026 term loan is secured by liens on substantially all assets of TG Therapeutics and certain subsidiaries and includes customary covenants and default provisions for this type of financing, giving lenders rights to accelerate repayment if an event of default occurs.

Insights

Credit and capital structure analyst

TG Therapeutics refinances term debt with a large, secured $750M facility maturing in 2031.

TG Therapeutics has put in place a $750 million 2026 Term Loan that fully funds at closing, with part of the proceeds used to repay prior initial term loans. This reshapes its term-debt profile with a single, large facility led by Blue Owl Capital Corporation.

The loan matures on March 18, 2031, carries a floating rate over either a base rate or Term SOFR, and uses a pricing grid tied to the company’s Total Net Leverage Ratio. Margins start at 4.75% over SOFR and 3.75% over the base rate, with a 25 bps reduction available if leverage meets an agreed threshold, so borrowing costs will depend directly on future leverage performance.

Principal amortization begins in the quarter ending March 31, 2030 at $37.5 million per quarter, but those payments can be pushed to the 2031 maturity date if the leverage condition is satisfied, effectively back‑loading repayment. The facility is secured by substantially all assets of the loan parties and includes customary covenants and events of default, so future disclosures will clarify how this leverage level interacts with cash generation and strategic spending.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 18, 2026

TG Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-32639	36-3898269
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of Incorporation)

3020 Carrington Mill Blvd, Suite 475

Morrisville, North Carolina 27560

(Address of Principal Executive Offices)

(212) 554-4484

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities filed pursuant to Section 12(b) of the Act:

Title of Class	Trading Symbol(s)	Exchange Name
Common Stock	TGTX	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into Material Definitive Agreement

On March 18, 2026 (the “Closing Date”), the Company (the “Borrower”) entered into the first amendment agreement, dated as of the Closing Date (the “First Amendment”), by and among the Borrower, certain subsidiaries of the Borrower, as guarantors, the lenders party thereto and Blue Owl Capital Corporation, as administrative agent (the “Administrative Agent”), which amends the financing agreement, dated as of August 2, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from to time to time prior to the date hereof and by the First Amendment, the “Financing Agreement”), by and among the Borrower, the guarantors party thereto, the Administrative Agent and the lenders party thereto from time to time. Pursuant to the First Amendment, the Borrower established (i) a $750 million term loan facility (the “2026 Term Loan”), which was borrowed in full on the Closing Date, with a portion of the proceeds used to repay in full the Initial Term Loans (as defined in the First Amendment), and (ii) an uncommitted additional facility in an aggregate principal amount of up to $250 million.

The 2026 Term Loan will mature on March 18, 2031 (the “Term Loan Maturity Date”). The 2026 Term Loan accrues interest at a per annum rate of interest equal to an applicable margin plus, at the Borrower’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% per annum, (3) Term SOFR plus 1.00% per annum and (4) 2.00% per annum or (b) Term SOFR, which shall be no less than 1.00% per annum. The applicable margin for borrowings of the 2026 Term Loan is determined on a quarterly basis by reference to a pricing grid based on the Total Net Leverage Ratio (as defined in the First Amendment) for the most recently completed four consecutive fiscal quarters of the Borrower and its subsidiaries.

The pricing grid commences at 4.75% for SOFR borrowings and 3.75% for base rate borrowings and is subject to a 25 basis point step-down upon achievement of a specified Total Net Leverage Ratio threshold. The 2026 Term Loan requires scheduled quarterly amortization payments, commencing with the fiscal quarter ending March 31, 2030, in an amount equal to $37.5 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 that is less than or equal to an agreed threshold.

The 2026 Term Loan is secured by a lien on substantially all of the assets of the Borrower and certain subsidiaries of the Borrower as guarantors (collectively, the “Loan Parties”) and contains customary covenants and representations.

The events of default under the Financing Agreement are customary for financings of this type. If an event of default occurs, the Administrative Agent is entitled to take enforcement action, including acceleration of amounts due under the Financing Agreement.

The description of the First Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the complete text of the First Amendment, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2026.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
104			The cover page from this Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TG Therapeutics, Inc.
	(Registrant)
Date: March 20, 2026	By:	/s/ Sean A. Power
		Sean A. Power
		Chief Financial Officer

FAQ

What did TG Therapeutics (TGTX) announce in its March 2026 8-K?

TG Therapeutics entered a first amendment to its financing agreement, creating a new $750 million 2026 Term Loan fully drawn at closing. Part of the proceeds repaid existing initial term loans, updating the company’s secured term-debt structure with Blue Owl Capital Corporation as administrative agent.

How large is TG Therapeutics’ new 2026 Term Loan facility?

The company established a $750 million 2026 Term Loan that was borrowed in full on March 18, 2026. In addition, the amendment provides an uncommitted additional facility of up to $250 million, giving TG Therapeutics potential incremental borrowing capacity subject to lender participation and agreement terms.

When does TG Therapeutics’ new 2026 Term Loan mature and how is it repaid?

The 2026 Term Loan matures on March 18, 2031, with quarterly amortization of $37.5 million starting in the fiscal quarter ending March 31, 2030. Those scheduled payments may be deferred to the maturity date if TG Therapeutics achieves a specified Total Net Leverage Ratio threshold under the agreement.

What interest rate applies to the TG Therapeutics 2026 Term Loan?

The 2026 Term Loan accrues interest at a margin over either a base rate or Term SOFR, at TG Therapeutics’ option. Margins start at 4.75% for SOFR borrowings and 3.75% for base rate borrowings, with a potential 0.25% step-down if an agreed Total Net Leverage Ratio level is achieved.

What collateral and covenants support TG Therapeutics’ new term loan?

The 2026 Term Loan is secured by liens on substantially all assets of TG Therapeutics and certain subsidiaries as guarantors. The financing agreement includes customary representations, covenants, and events of default, allowing the administrative agent to accelerate amounts due if a default occurs under the specified conditions.

Did TG Therapeutics refinance existing debt with this 2026 Term Loan?

Yes. TG Therapeutics used a portion of the $750 million 2026 Term Loan proceeds to repay in full its existing Initial Term Loans. This effectively refinances earlier term debt into a new, larger secured facility that runs to March 18, 2031, under updated pricing and covenant terms.

Filing Exhibits & Attachments

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Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB