Terns Pharmaceuticals Reports Inducement Grants to New Employees Under Nasdaq Listing Rule 5635(C)(4)

Rhea-AI Summary

Terns Pharmaceuticals (Nasdaq: TERN) granted equity inducement awards to two new employees effective February 1, 2026 under its 2022 Employment Inducement Award Plan.

The company approved options to purchase 113,500 shares in aggregate, with a 10-year term, exercise price of $34.60, and standard four‑year vesting subject to continued service.

News Market Reaction – TERN

+4.62%

9 alerts

+4.62% News Effect

+7.8% Peak in 26 hr 34 min

+$187M Valuation Impact

$4.24B Market Cap

0.7x Rel. Volume

On the day this news was published, TERN gained 4.62%, reflecting a moderate positive market reaction. Argus tracked a peak move of +7.8% during that session. Our momentum scanner triggered 9 alerts that day, indicating moderate trading interest and price volatility. This price movement added approximately $187M to the company's valuation, bringing the market cap to $4.24B at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Current share price: $34.60 Inducement option shares: 113,500 shares Number of employees: 2 employees +4 more

7 metrics

Current share price $34.60 Closing price on January 30, 2026 used as option exercise price

Inducement option shares 113,500 shares Total options granted to two new employees as inducement awards

Number of employees 2 employees Recipients of the February 1, 2026 inducement awards

Option term 10 years Term of the inducement stock options granted

Vesting period 4 years Options vest over four years, subject to continued service

Grant date February 1, 2026 Effective date of the equity inducement awards

Reference price date January 30, 2026 Date of closing price used to set the exercise price

Market Reality Check

Price: $52.92 Vol: Volume 2,859,335 is 28% a...

normal vol

$52.92 Last Close

Volume Volume 2,859,335 is 28% above the 20-day average of 2,240,103, indicating elevated trading activity pre-announcement. normal

Technical Price at $34.60 is trading above the 200-day MA of $13.93, reflecting a strong longer-term uptrend ahead of this filing.

Peers on Argus

While TERN was up 1.17%, close peers like RIGL (-0.03%), SEPN (-0.26%) and NRIX ...

While TERN was up 1.17%, close peers like RIGL (-0.03%), SEPN (-0.26%) and NRIX (-4.45%) were flat to negative, and no peers appeared in the momentum scanner, suggesting stock-specific dynamics rather than a sector-wide move.

Historical Context

5 past events · Latest: Jan 07 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 07	Conference priorities update	Neutral	-5.6%	Outlined 2026 priorities, CARDINAL trial status, Fast Track and cash runway details.
Jan 02	Inducement equity grants	Neutral	-2.3%	Granted options for 312,000 shares as inducement awards under 2022 plan.
Dec 11	Offering closing	Neutral	+5.6%	Closed underwritten offering of 18,687,500 shares at $40.00 with $747.5M gross.
Dec 09	Offering pricing	Neutral	+5.8%	Priced upsized $650M public offering at $40.00 per share with underwriter option.
Dec 09	Proposed equity offering	Neutral	+5.8%	Proposed $400M common stock and warrant offering under effective S‑3 shelf.

Pattern Detected

Recent news ranged from conference milestones to sizable equity offerings and prior inducement grants, with share reactions spanning from -5.57% to +5.82%, indicating varied market responses to different capital and pipeline updates.

Recent Company History

Over the past few months, Terns reported significant financing and pipeline updates. In December 2025, it announced a proposed offering, then priced and closed underwritten offerings at $40.00 per share, raising up to $747.5 million before expenses. In January 2026, the company disclosed employee inducement option grants and presented 2026 priorities and TERN‑701 data, including Fast Track status and strong cash of about $1.0 billion with runway into 2031. Today’s additional inducement grants follow that pattern of ongoing equity-based compensation alongside a well-funded development program.

Market Pulse Summary

This announcement details routine inducement option grants for 113,500 shares to two new employees, ...

Analysis

This announcement details routine inducement option grants for 113,500 shares to two new employees, with a 10-year term, a strike of $34.60, and four-year vesting. It follows prior equity awards and large financings that strengthened Terns’ balance sheet. Investors monitoring this name may focus more on upcoming TERN‑701 milestones, cash runway disclosures, and any further capital-raising or insider activity than on this compensation-related filing.

Key Terms

nasdaq listing rule 5635(c)(4), equity inducement awards, exercise price

3 terms

nasdaq listing rule 5635(c)(4) regulatory

"approved by the Compensation Committee... in accordance with Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

equity inducement awards financial

"it has granted as of February 1, 2026 equity inducement awards to two new employees"

Equity inducement awards are special stock-based rewards given to new employees to encourage them to join a company or stay long-term. They are like signing bonuses paid with company shares instead of cash, helping motivate employees to contribute to the company's success.

exercise price financial

"an exercise price per share equal to $34.60, which was the closing price"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

AI-generated analysis. Not financial advice.

FOSTER CITY, Calif., Feb. 02, 2026 (GLOBE NEWSWIRE) -- Terns Pharmaceuticals, Inc. (“Terns” or the “Company”) (Nasdaq: TERN), a clinical-stage oncology company, today announced that it has granted as of February 1, 2026 equity inducement awards to two new employees under the terms of the 2022 Employment Inducement Award Plan, as amended. The equity awards were approved by the Compensation Committee of the Company’s Board of Directors in accordance with Nasdaq Listing Rule 5635(c)(4) and were made as a material inducement to the employees’ acceptance of employment with Terns.

The Company granted options to purchase 113,500 shares, in the aggregate, of Terns common stock to the new employees. The options have a 10-year term and an exercise price per share equal to $34.60, which was the closing price of Terns’ common stock on January 30, 2026. The options vest over four years, subject to the employees’ continued service through the applicable vesting dates.

About Terns Pharmaceuticals

Terns Pharmaceuticals is a clinical-stage oncology company reimagining known biology to deliver high impact medicines. Our lead program, TERN-701, is a highly selective, oral, allosteric BCR-ABL inhibitor with a potentially best-in-disease profile that could meaningfully improve upon the efficacy, safety and convenience of existing treatments for chronic myeloid leukemia. For more information, please visit: www.ternspharma.com.

Contacts for Terns

Investors
Justin Ng
investors@ternspharma.com

Media
Jenna Urban
CG Life
media@ternspharma.com

FAQ

What equity inducement did Terns (TERN) grant on February 1, 2026?

Terns granted options to purchase 113,500 shares in aggregate as inducement awards to two new employees. According to the company, the options have a 10-year term, an exercise price of $34.60, and vest over four years with continued service requirements.

How was the exercise price for TERN employee options determined?

The exercise price was set at $34.60 per share, equal to the closing common stock price on January 30, 2026. According to the company, that closing price was used to establish the options' per‑share exercise price under Nasdaq rules for inducement grants.

What are the vesting and term details of the Terns (TERN) inducement options?

The options vest over a four-year schedule subject to continued service and carry a 10-year term. According to the company, vesting is tied to the employees' service through applicable vesting dates and standard option exercise timelines apply.

Why did Terns (TERN) approve inducement awards under Nasdaq Rule 5635(c)(4)?

Terns used Nasdaq Listing Rule 5635(c)(4) to approve the equity as a material inducement to hire two employees. According to the company, the Compensation Committee approved the awards consistent with that Nasdaq rule and the company's inducement award plan.

Will the Terns (TERN) inducement options immediately dilute existing shareholders?

The grants create potential dilution if exercised in the future, but immediate dilution does not occur until exercise. According to the company, options to purchase 113,500 shares were granted and will only dilute outstanding shares upon exercise, subject to vesting and exercise.