TGTX · Tg Therapeutics, Inc.

Each stock tracking unit ("STU") represents a contingent right to receive either (determined at the sole discretion of the committee of the Board of Directors of the Issuer that administers the Issuer's 2022 Incentive Plan) (i) one share of the Issuer's common stock or (ii) a cash payment equal to the fair market value of one share of the Issuer's common stock, no later than thirty (30) days after the first anniversary of the date of grant.

Provided the Reporting Person remains in continuous service with the Issuer through the vesting date, the STUs shall vest upon the first anniversary of the date of grant.

Each stock tracking unit ("STU") represents a contingent right to receive either (determined at the sole discretion of the committee of the Board of Directors of the Issuer that administers the Issuer's 2022 Incentive Plan) (i) one share of the Issuer's common stock or (ii) a cash payment equal to the fair market value of one share of the Issuer's common stock, no later than thirty (30) days after the first anniversary of the date of grant.

Provided the Reporting Person remains in continuous service with the Issuer through the Vesting Date, the STUs shall vest upon the first anniversary of the date of grant.

Each stock tracking unit ("STU") represents a contingent right to receive either (determined at the sole discretion of the committee of the Board of Directors of the Issuer that administers the Issuer's 2022 Incentive Plan) (i) one share of the Issuer's common stock or (ii) a cash payment equal to the fair market value of one share of the Issuer's common stock, no later than thirty (30) days after the first anniversary of the date of grant.

Provided the Reporting Person remains in continuous service with the Issuer through the vesting date, the STUs shall vest upon the first anniversary of the date of grant.

Each stock tracking unit ("STU") represents a contingent right to receive either (determined at the sole discretion of the committee of the Board of Directors of the Issuer that administers the Issuer's 2022 Incentive Plan) (i) one share of the Issuer's common stock or (ii) a cash payment equal to the fair market value of one share of the Issuer's common stock, no later than thirty (30) days after the first anniversary of the date of grant.

Provided the Reporting Person remains in continuous service with the Issuer through the vesting date, the STUs shall vest upon the first anniversary of the date of grant.

Each stock tracking unit ("STU") represents a contingent right to receive either (determined at the sole discretion of the committee of the Board of Directors of the Issuer that administers the Issuer's 2022 Incentive Plan) (i) one share of the Issuer's common stock or (ii) a cash payment equal to the fair market value of one share of the Issuer's common stock, no later than thirty (30) days after the first anniversary of the date of grant.

Provided the Reporting Person remains in continuous service with the Issuer through the vesting date, the STUs shall vest upon the first anniversary of the date of grant.

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.

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

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.

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

Reflects a grant of restricted shares, of which 1/4 will vest equally on 1/1/27, 1/1/28, 1/1/29, and 1/1/30.

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

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.

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

These shares were sold by the Company's restricted stock administrator in order to satisfy Mr. Echelard's income tax obligations.

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

Represents distribution of shares upon termination of the Michael Sean Weiss 2022 Grantor Retained Annuity Trust to irrevocable trusts for the benefit of Mr. Weiss' children.

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

Represents the transfer of shares to The Weiss Family and Descendants Trust.

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

These shares were sold by the Company's restricted stock administrator in order to satisfy the Reporting Person's income tax obligations.

Price is the volume weighted average price of all transactions made by the Reporting Person on the transaction date for prices ranging from $32.22 to $32.30. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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

These shares were sold by the Company's restricted stock administrator in order to satisfy Mr. Echelard's income tax obligations.

Includes a weighted average price for shares sold in multiple transactions at prices ranging from $36.93 through $36.96, inclusive. Mr. Echelard undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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

Reflects a grant of restricted shares that will vest on June 12, 2026.

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

Reflects a grant of restricted shares that will vest on June 12, 2026.

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

Reflects a grant of restricted shares that will vest on June 12, 2026.

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

Reflects a grant of restricted shares that will vest on June 12, 2026.

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

Reflects a grant of restricted shares that will vest on June 12, 2026.

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

Reflects the transfer of shares of TG Therapeutics stock to a trust for the benefit of Mr. Hume's dependents.

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

Reflects the transfer of shares as a bona fide gift to a 501(c)(3) charitable organization.

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

Reflects a grant of restricted shares, of which 1/4 will vest equally on 1/1/26, 1/1/27, 1/1/28, and 1/1/29.

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

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.

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

In connection with the vesting of 45,000 shares on January 1, 2025, these shares were sold by the Company's restricted stock administrator in order to satisfy Mr. Power's tax withholding obligations. Mr. Power had no discretion with respect to such sale, which was transacted automatically in accordance with the Company's corporate policies regarding the vesting of restricted stock.

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

In connection with the vesting of 45,000 shares on January 1, 2025, these shares were sold by the Company's restricted stock administrator in order to satisfy Mr. Power's tax withholding obligations. Mr. Power had no discretion with respect to such sale, which was transacted automatically in accordance with the Company's corporate policies regarding the vesting of restricted stock.

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

Reflects the transfer of shares as a bona fide gift to a 501(c)(3) charitable organization.

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

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

Reflects the weighted average sale price. The range of prices for the shares sold was $30.17 to $30.29. The reporting person reported on a single line all such transactions that occurred within a one-dollar price range. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price.

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

These shares were sold by the Company's restricted stock administrator in order to satisfy Mr. Echelard's income tax obligations.

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

These shares were sold by the Company's restricted stock administrator in order to satisfy Mr. Lonial's income tax obligations.

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

Reflects a grant of restricted shares that will vest on June 14, 2025.

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

Reflects a grant of restricted shares that will vest on June 14, 2025.

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

Reflects a grant of restricted shares that will vest on June 14, 2025.

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

Reflects a grant of restricted shares that will vest on June 14, 2025.

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

Reflects a grant of restricted shares that will vest on June 14, 2025.

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

These shares were sold by the Company's restricted stock administrator in order to satisfy Mr. Lonial's income tax obligations.

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

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

These shares were sold by the Company's restricted stock administrator in order to satisfy Mr. Charney's income tax obligations.

Reflects the weighted average sale price. The range of prices for the shares sold was $15.95 to $16.00. The reporting person reported on a single line all such transactions that occurred within a one-dollar price range. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price.

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

Reflects a grant of restricted shares, which will vest and become non-forfeitable based on the Company's total shareholder return relative to the Nasdaq Biotechnology Index over a one-year to five-year period, provided that the Reporting Person remains an employee, director and/or consultant of the Company through each vesting date.

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

Reflects a grant of restricted shares, of which 1/4 will vest on 1/1/2025, 1/4 will vest on 1/1/2026, 1/4 will vest on 1/1/2027, and 1/4 will vest on 1/1/2028.

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

In connection with the vesting of 58,732 shares on January 4, 2024, these shares were sold by the Company's restricted stock administrator in order to satisfy Mr. Charney's income tax obligations. Mr. Charney had no discretion with respect to such sale, which was transacted in accordance with the Company's corporate policies regarding the vesting of restricted stock.

Reflects the weighted average sale price. The range of prices for the shares sold was $19.01 to $19.06. The reporting person reported on a single line all such transactions that occurred within a one-dollar price range. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price.

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

In connection with the vesting of 95,000 shares on January 1, 2024, these shares were sold by the Company's restricted stock administrator in order to satisfy Mr. Power's tax withholding obligations. Mr. Power had no discretion with respect to such sale, which was transacted automatically in accordance with the Company's corporate policies regarding the vesting of restricted stock.

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

Reflects a grant of restricted shares that will vest on June 14, 2024.

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

Reflects a grant of restricted shares that will vest on June 14, 2024.

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

Reflects a grant of restricted shares that will vest on June 14, 2024.

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

Reflects a grant of restricted shares that will vest on June 14, 2024.

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

Reflects a grant of restricted shares that will vest on June 14, 2024.

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

Reflects the weighted average purchase price. The range of prices for the shares purchased was $10.11 to $10.17. The reporting person effected multiple same-way open market purchase transactions on the same day at different prices through a trade order executed by a broker-dealer. The reporting person reported on a single line all such transactions that occurred within a one-dollar price range. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares purchased at each separate price.

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

In connection with the vesting of 75,399 shares on June 22, 2023, these shares were sold by the Company's restricted stock administrator in order to satisfy Mr. Lonial's tax withholding obligations. Mr. Lonial had no discretion with respect to such sale, which was transacted automatically in accordance with the Company's corporate policies regarding the vesting of restricted stock.

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

In connection with the vesting of 148,750 shares on May 31, 2023, these shares were sold by the Company's restricted stock administrator in order to satisfy Mr. Power's tax withholding obligations. Mr. Power had no discretion with respect to such sale, which was transacted automatically in accordance with the Company's corporate policies regarding the vesting of restricted stock.

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