TG Therapeutics (NASDAQ: TGTX) grants CEO 622K performance shares

Rhea-AI Filing Summary

TG Therapeutics reported that CEO and director Michael S. Weiss received a grant of 622,000 shares of restricted common stock on January 8, 2026. The shares were granted at a price of $0 per share and are subject to performance-based vesting. They will vest on the first anniversary of the date on which the company’s total shareholder return first exceeds the return of the Nasdaq Biotechnology Index over a 3-, 5-, 7-, or 9-year period. Following this award, Weiss beneficially owned 9,778,086 shares of common stock, including other restricted shares that vest over various time periods.

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^*

WEISS MICHAEL S

(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
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2026

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	01/08/2026		A		622,000(1)	A	$0	9,778,086(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. Reflects a grant of restricted shares, all of which will vest on the first anniversary of the date on which the first of any of the following occur: (i) the Company's total shareholder return (TSR) exceeds the TSR of the Nasdaq Biotechnology Index (NBI) over a 3-year period; (ii) the Company's TSR exceeds the TSR of the NBI over a 5-year period; (iii) the Company's TSR exceeds the TSR of the NBI over a 7-year period; or (iv) the Company's TSR exceeds the TSR of the NBI over a 9-year period.

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

	/s/ Michael S. Weiss	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did TG Therapeutics (TGTX) disclose in this Form 4 filing?

The filing shows that CEO and director Michael S. Weiss received a grant of 622,000 shares of restricted common stock on January 8, 2026, with performance-based vesting conditions.

How many TG Therapeutics shares does Michael S. Weiss own after this grant?

After the reported transaction, Michael S. Weiss beneficially owned 9,778,086 shares of TG Therapeutics common stock, including restricted shares that vest over time.

What are the vesting conditions for the 622,000 restricted TG Therapeutics shares?

The 622,000 restricted shares will vest on the first anniversary of the date when TG Therapeutics’ total shareholder return first exceeds the return of the Nasdaq Biotechnology Index over a 3-, 5-, 7-, or 9-year period.

Did Michael S. Weiss pay anything for the newly granted TG Therapeutics shares?

No. The 622,000 restricted shares were granted at a price of $0 per share, reflecting an equity award rather than an open-market purchase.

Is this TG Therapeutics Form 4 transaction a purchase, sale, or award?

The transaction is coded "A" for acquisition and represents an equity award of restricted shares to the CEO, not an open-market purchase or sale.

Are all of Michael S. Weiss’s TG Therapeutics shares fully vested?

No. The total 9,778,086 shares beneficially owned include restricted common stock that vests over various time periods, as well as the new performance-based restricted grant.