Director at TG Therapeutics (TGTX) makes bona fide stock gifts to children

Rhea-AI Filing Summary

TG Therapeutics director Laurence N. Charney reported two bona fide gifts of the company's Common Stock to his children. He gifted 30,000 shares on 01/28/2026 and 13,197 shares on 01/29/2026, both at a reported price of $0 per share.

After these gifts, Charney beneficially owned 192,887 shares and then 179,690 shares of Common Stock, held directly. This amount includes shares of restricted stock that vest over various time periods. The gifts were structured so he does not retain beneficial ownership or pecuniary interest in the transferred shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Charney Laurence N

(Last) (First) (Middle)

3020 CARRINGTON MILL BLVD, SUITE 475

(Street)

MORRISVILLE NC 27560

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TG THERAPEUTICS, INC. [ TGTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/28/2026		G		30,000(1)	D	$0	192,887(2)	D
Common Stock	01/29/2026		G		13,197(1)	D	$0	179,690(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a bona fide gift by the Reporting Person to the Reporting Person's children. The Reporting Person does not retain any beneficial ownership or pecuniary interest over the shares of the Company's Common Stock after effecting the transaction.

2. Includes shares of restricted Common Stock, which vest over various time periods.

	/s/ Laurence N. Charney	01/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did TG Therapeutics (TGTX) report for Laurence N. Charney?

TG Therapeutics director Laurence N. Charney reported two bona fide gifts of Common Stock to his children. He transferred 30,000 shares on January 28, 2026, and 13,197 shares on January 29, 2026, with a reported price of $0 per share for each gift.

Was the TG Therapeutics (TGTX) Form 4 transaction a sale or a gift?

The Form 4 transaction was a bona fide gift, not a sale. Charney transferred shares of TG Therapeutics Common Stock to his children and, according to the disclosure, he does not retain any beneficial ownership or pecuniary interest in the gifted shares after the transfers.

How many TG Therapeutics (TGTX) shares did Laurence N. Charney own after the reported gifts?

After the January 28, 2026 gift, Charney beneficially owned 192,887 shares of TG Therapeutics Common Stock. Following the January 29, 2026 gift, his beneficial ownership decreased to 179,690 shares, held directly, including restricted stock that vests over various time periods.

What does the TG Therapeutics (TGTX) Form 4 say about Charneys interest in the gifted shares?

The filing states the gifts are bona fide and made to Charneys children, and that he does not retain any beneficial ownership or pecuniary interest in the transferred TG Therapeutics Common Stock after completing the transactions, clarifying that future economic benefits belong to the recipients.

Do the TG Therapeutics (TGTX) shares Charney still holds include restricted stock?

Yes. The reported beneficial ownership after the transactions includes shares of restricted TG Therapeutics Common Stock. The disclosure notes these restricted shares vest over various time periods, meaning portions will become unrestricted according to predetermined vesting schedules.

What is transaction code G in the TG Therapeutics (TGTX) Form 4?

In this Form 4, transaction code G is used for the reported transfers and is described as bona fide gifts. The filing specifies that the transfers were gifts of TG Therapeutics Common Stock to the reporting persons children, with no retained beneficial ownership.