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): ~~February~~ 26March 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 21.0201. ~~Results~~Entry ofinto ~~Operations~~Material ~~and~~Definitive ~~Financial Condition.~~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.

OnThe ~~February~~2026 26Term 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 ~~Company~~Borrower’s ~~issued~~option, either (a) ~~press~~a ~~release~~base ~~announcing~~rate ~~results~~determined by reference to the highest of ~~operations~~(1) ~~for~~the prime rate published by the ~~three~~Wall Street Journal, (2) the federal funds effective rate plus 0.50% per annum, (3) Term SOFR plus 1.00% per annum and ~~twelve~~ ~~months~~(4) ~~ended~~2.00% ~~December~~per 31annum or (b) Term SOFR, ~~2025~~which shall be no less than 1.00% Aper ~~copy~~annum. The applicable margin for borrowings of ~~such~~the ~~press~~2026 ~~release~~Term Loan is ~~being~~determined ~~furnished~~on a quarterly basis by reference to a pricing grid based on the Total Net Leverage Ratio (as ~~Exhibit~~defined 99in the First Amendment) for the most recently completed four consecutive fiscal quarters of the Borrower and its subsidiaries.1.

InThe ~~accordance~~pricing ~~with~~grid ~~General~~commences ~~Instruction~~at B4.275% offor ~~Form~~SOFR ~~8-K,~~borrowings ~~the~~and ~~information~~3.75% ~~included~~for inbase ~~Item~~rate ~~2.02~~borrowings ofand ~~this~~is ~~Current~~subject ~~Report~~to ona ~~Form~~25 ~~8-K~~basis ~~(including~~point ~~Exhibit~~step-down ~~99.1~~upon ~~hereto),~~achievement ~~shall~~of ~~not~~a bespecified ~~deemed~~Total ~~“filed”~~Net ~~for~~Leverage ~~the~~Ratio ~~purposes~~threshold. ofThe ~~Section~~2026 18Term ofLoan ~~the~~requires ~~Securities~~scheduled ~~Exchange~~quarterly ~~Act~~amortization ~~of 1934~~payments, ascommencing ~~amended~~with (the ~~“Exchange~~fiscal ~~Act”)~~quarter ending March 31, or2030, ~~otherwise~~in ~~subject~~an amount equal to ~~the~~$37.5 ~~liabilities~~million, ofwith ~~that~~the ~~section,~~balance ~~nor~~due ~~shall~~and itpayable beon ~~deemed~~the ~~incorporated~~Term byLoan ~~reference~~Maturity ~~into~~Date; ~~any~~provided ~~filing~~that ~~made~~such byamortization ~~the~~payments ~~Company~~may ~~under~~be deferred to the ~~Exchange~~Term ~~Act~~Loan orMaturity ~~Securities~~Date ~~Act~~upon ofthe ~~1933,~~achievement asof ~~amended,~~a ~~except~~Total asNet ~~shall~~Leverage beRatio ~~expressly~~that ~~set~~is ~~forth~~less bythan ~~specific~~or ~~reference~~equal into ~~such~~an aagreed ~~filing~~threshold.

~~Item~~The ~~9.01.~~2026 ~~Financial~~Term ~~Statements~~Loan is secured by a lien on substantially all of the assets of the Borrower and ~~Exhibits~~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~~	Description
99.1	Press release issued by TG Therapeutics, Inc., dated February 26, 2026.
104		The cover page from this Current Report on Form 8-K formatted in Inline XBRL.
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.
	TG Therapeutics, Inc.
	(Registrant)
	(Registrant)
Date: February 26, 2026	By:	/s/ Sean A. Power
Date: March 20, 2026	By:	/s/ Sean A. Power
		Sean A. Power
		Sean A. Power
		Chief Financial Officer
		Chief Financial Officer

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