TXMD · TherapeuticsMD, Inc.

Underlying shares each vested on November 3, 2025.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer. The RSUs will vest on November 3, 2028.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer. The RSUs will vest on November 3, 2028.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer. The RSUs will vest on November 3, 2028.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices of $0.99 through $1.05, inclusive. The reporting person undertakes to provide to TherapeuticsMD, Inc., any security holder of TherapeuticsMD, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices of $0.8741 through $0.88, inclusive. The reporting person undertakes to provide to TherapeuticsMD, Inc., any security holder of TherapeuticsMD, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the issuer. On February 18, 2025, the reporting person received 8,500 shares of common stock of the issuer in settlement of RSUs, which vested on July 17, 2024.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the issuer. On February 18, 2025, the reporting person received 2,311 shares of common stock of the issuer in settlement of RSUs, which vested on July 1, 2024.

Each RSU represents a contingent right to receive one share of common stock of the issuer. The RSUs vest in three equal installments annually beginning March 23, 2023, becoming fully vested on March 23, 2025. On February 18, 2025, the reporting person received 1,733 shares of common stock of the issuer in settlement of RSUs, which vested on March 23, 2024.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the issuer. On February 18, 2025, the reporting person received 8,500 shares of common stock of the issuer in settlement of RSUs, which vested on July 17, 2024.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the issuer. On February 18, 2025, the reporting person received 8,500 shares of common stock of the issuer in settlement of RSUs, which vested on July 17, 2024.

Each RSU represents a contingent right to receive one share of common stock of the issuer. On February 18, 2025, the reporting person received 770 shares of common stock of the issuer in settlement of RSUs, which vested on September 29, 2024.

Each performance stock unit ("PSU") represents a contingent right to receive one share of common stock of the issuer. On February 18, 2025, the reporting person received 3,467 shares of common stock of the issuer in settlement of PSUs.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices of $1.69 through $1.75, inclusive. The reporting person undertakes to provide to TherapeuticsMD, Inc., any security holder of TherapeuticsMD, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices of $1.685 through $1.70, inclusive. The reporting person undertakes to provide to TherapeuticsMD, Inc., any security holder of TherapeuticsMD, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth.

The reported securities represent shares of issuer common stock sold upon settlement to satisfy tax obligations.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices of $2.15 through $2.31, inclusive. The reporting person undertakes to provide to TherapeuticsMD, Inc., any security holder of TherapeuticsMD, Inc., 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.

The reported securities represent shares of issuer common stock sold upon settlement to satisfy tax obligations.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices of $2.22 through $2.48, inclusive. The reporting person undertakes to provide to TherapeuticsMD, Inc., any security holder of TherapeuticsMD, Inc., 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.

Each restricted stock unit (RSU) represents a contingent right to receive one share of common stock of the issuer. The RSUs vested in full on June 30, 2023.

The Common Stock was purchased in connection with a Subscription Agreement entered into as of May 1, 2023 between the Issuer and Rubric Capital, as described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2023.

This Form 4 is filed by Rubric Capital Management LP ("Rubric Capital") and Mr. David Rosen, with respect to the securities held by certain funds and/or accounts (collectively, the "Rubric Vehicles"). Rubric Capital serves as the investment adviser to the Rubric Vehicles. Mr. David Rosen serves as the Managing Member of Rubric Capital Management GP, LLC, the general partner of Rubric Capital. The filing of this statement shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.

These shares of common stock of the Issuer are to be acquired upon the vesting of restricted stock units ("RSUs") granted to the Reporting Person. The RSUs shall fully vest on the earlier of August 17, 2024 or a Change in Control of the Issuer (as defined in the Issuer's 2019 Stock Incentive Plan).

Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer. The RSU's will vest on July 17, 2024.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer. The RSU's will vest on July 17, 2024.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer. The RSU's will vest on July 17, 2024.

The Common Stock was purchased in connection with a Subscription Agreement entered into as of May 1, 2023 between the Issuer and Rubric Capital, as described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2023.

This Form 4 is filed by Rubric Capital Management LP ("Rubric Capital") and Mr. David Rosen, with respect to the securities held by certain funds and/or accounts (collectively, the "Rubric Vehicles"). Rubric Capital serves as the investment adviser to the Rubric Vehicles. Mr. David Rosen serves as the Managing Member of Rubric Capital Management GP, LLC, the general partner of Rubric Capital. The filing of this statement shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.

The beneficially owned shares have been adjusted as the restricted stock units previously reported as settled on April 12, 2023 were not settled on that date. The restricted stock units settled on April 26, 2023.

The beneficially owned shares have been adjusted as the restricted stock units previously reported as settled on April 12, 2023 were not settled on that date. The restricted stock units settled on April 26, 2023.

The reported securities represent shares of issuer common stock sold upon settlement to satisfy tax obligations.

Each restricted stock unit (RSU) represents a contingent right to receive one share of common stock of the issuer. The RSUs vested in three equal installments annually, becoming fully vested on March 30, 2023.

Each restricted stock unit (RSU) represents a contingent right to receive one share of common stock of the issuer. The RSUs will vest in three equal installments annually beginning March 23, 2023, becoming fully vested on March 23, 2025.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of issuer common stock upon settlement. On April 12, 2023, the reporting person received 50,000 shares of issuer common stock in settlement of restricted stock units (RSUs).

Each restricted stock unit (RSU) represents a contingent right to receive one share of common stock of the issuer. The RSUs vested in full on March 31, 2023.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of issuer common stock upon settlement. On April 12, 2023, the reporting person received 50,000 shares of issuer common stock in settlement of restricted stock units (RSUs).

Each restricted stock unit (RSU) represents a contingent right to receive one share of common stock of the issuer. The RSUs will vest in full on June 30, 2023.

Each restricted stock unit (RSU) represents a contingent right to receive one share of common stock of the issuer. The RSUs will vest in full on March 31, 2023.

The reported securities represent shares of issuer common stock sold upon settlement to satisfy tax obligations.

The reported securities represent shares of issuer common stock sold upon settlement to satisfy tax obligations.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.01 through $5.17, inclusive. The reporting person undertakes to provide to TherapeuticsMD, Inc., any security holder of TherapeuticsMD, Inc., 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 ranges set forth.

Each performance stock unit ("PSU") represents a contingent right to receive one share of issuer common stock upon settlement. On January 26, 2023, the reporting person received 5,940 shares of issuer common stock in settlement of performance stock units (PSUs).

Vesting of the PSUs was accelerated in connection with the termination of the reporting person's employment agreement without "Good Cause".

Each performance stock unit ("PSU") represents a contingent right to receive one share of issuer common stock upon settlement. On January 26, 2023, the reporting person received 5,940 shares of issuer common stock in settlement of performance stock units (PSUs).

Each performance stock unit ("PSU") represents a contingent right to receive one share of issuer common stock upon settlement. On January 26, 2023, the reporting person received 5,940 shares of issuer common stock in settlement of performance stock units (PSUs).