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

Rhea-AI Summary

Terns Pharmaceuticals (Nasdaq: TERN) granted inducement equity awards to three new employees effective April 1, 2026. The Compensation Committee approved a total of 23,316 restricted stock units (RSUs) under the 2022 Employment Inducement Award Plan, vesting over four years subject to continued service.

The awards were made in accordance with Nasdaq Listing Rule 5635(c)(4) as material inducements to accept employment with the company.

News Market Reaction – TERN

+0.11%

+0.11% Session close to close

In the Apr 6 session, TERN gained 0.11%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details routine hiring-related equity incentives: Terns granted an aggregate 23,31...

Analysis

This announcement details routine hiring-related equity incentives: Terns granted an aggregate 23,316 restricted stock units to three new employees under its 2022 inducement plan, with vesting spread over four years and contingent on continued service. Set against the backdrop of a pending Merck acquisition at $53.00 per share and a stock already trading above its 200-day moving average, investors may focus more on deal progress and regulatory filings than on this relatively small equity grant.

Key Figures

RSUs granted: 23,316 RSUs Vesting period: 4 years New employees: 3 employees

3 metrics

RSUs granted 23,316 RSUs Aggregate inducement awards to three new employees as of April 1, 2026

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

New employees 3 employees Recipients of equity inducement awards under 2022 plan

Historical Context

5 past events · Latest: Mar 26 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Mar 26	Shareholder rights review	Neutral	+0.6%	Article questioning whether shareholders are receiving fair deal terms.
Mar 25	Acquisition announcement	Positive	+5.7%	Merck agrees to acquire Terns for $53.00 per share in cash.
Feb 25	Conference participation	Neutral	-1.1%	Management to present at multiple March 2026 investor conferences.
Feb 02	Inducement grants	Neutral	+4.6%	Equity inducement awards to two employees under 2022 plan.
Jan 07	Pipeline and outlook	Positive	-5.6%	Detailed TERN-701 trial status, milestones, Fast Track and strong cash runway.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

News-driven moves have mostly aligned with event tone, except one positive R&D and cash update that saw a negative reaction.

Recent Company History

Over recent months, Terns has transitioned from a standalone clinical-stage oncology story to an acquisition target. On Jan 7, 2026, the company highlighted TERN-701 progress, strong CARDINAL data, and roughly $1.0 billion in cash but the stock fell. A Feb 2, 2026 inducement grant announcement was followed by a gain. Participation in March conferences had limited impact, while Merck’s $53.00 per share acquisition agreement on Mar 25, 2026 coincided with a stronger positive move, framing today’s small inducement grants within an ongoing takeout process.

Key Terms

nasdaq listing rule 5635(c)(4), equity inducement awards, restricted stock units

3 terms

nasdaq listing rule 5635(c)(4) regulatory

"in accordance with Nasdaq Listing Rule 5635(c)(4) and were made as a material"

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 April 1, 2026 equity inducement awards to three 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.

restricted stock units financial

"The Company granted 23,316 restricted stock units (the “RSUs”), in the aggregate,"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FOSTER CITY, Calif., April 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 April 1, 2026 equity inducement awards to three 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 23,316 restricted stock units (the “RSUs”), in the aggregate, of Terns common stock to the new employees. The RSUs 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 inducement awards did Terns Pharmaceuticals (TERN) grant on April 1, 2026?

Terns granted a total of 23,316 RSUs to three new employees as inducements to join the company. According to the company, the grants were approved by the Compensation Committee under the 2022 Employment Inducement Award Plan and follow Nasdaq Rule 5635(c)(4).

How do the TERN RSUs vest and what is the vesting period for the April 2026 grants?

The RSUs vest over a four-year period and require continued service through each vesting date. According to the company, vesting is subject to the employees remaining employed by Terns through the applicable vesting dates under the inducement plan terms.

Why did Terns Pharmaceuticals (TERN) use Nasdaq Listing Rule 5635(c)(4) for these grants?

The company used Nasdaq Rule 5635(c)(4) to approve inducement awards outside existing shareholder-approved plans. According to the company, the Compensation Committee approved the RSUs as material inducements for the three employees to accept employment with Terns.

Do the April 1, 2026 TERN inducement grants affect outstanding share counts immediately?

The grants are restricted stock units and do not represent immediate issued shares until vesting or settlement. According to the company, 23,316 RSUs were granted in aggregate and will convert to shares only as specified in the plan upon vesting.

Who approved the April 2026 RSU grants at Terns Pharmaceuticals (TERN)?

The Compensation Committee of the company’s board approved the RSU inducement awards to three new employees. According to the company, the approvals were made in accordance with Nasdaq Listing Rule 5635(c)(4) under the 2022 Employment Inducement Award Plan.