Terns Pharmaceuticals, Inc. SEC Filings

Terns Pharmaceuticals Chief Medical Officer Emil Kuriakose reported new equity awards. On 01/14/2026, he received 56,250 shares of common stock in the form of restricted stock units at a price of $0.00, bringing his directly held common shares to 106,615 after the grant. He was also granted a stock option for 112,500 shares of common stock with an exercise price of $37.18 per share, expiring on 01/13/2036.

For the RSUs, 25% vest on the first anniversary of January 1, 2026, with the remainder vesting quarterly over the following three years. For the option, 25% of the shares vest on the first anniversary of January 1, 2026, with the balance vesting monthly thereafter so that both awards are fully vested on the fourth anniversary of that vesting commencement date.

Terns Pharmaceuticals Chief Financial Officer equity awards On January 14, 2026, Terns Pharmaceuticals, Inc. Chief Financial Officer Andrew Gengos received 68,750 shares of common stock in the form of restricted stock units at a price of $0.00 per share, bringing his directly held common stock to 101,788 shares. The total includes 8,038 shares previously acquired under the company’s 2021 Employee Stock Purchase Plan on November 30, 2025.

On the same date, he was granted a stock option for 137,500 shares of common stock with an exercise price of $37.18 per share. For the RSUs, 25% vest on the first anniversary of January 1, 2026 and the remainder vests quarterly so that all units vest by the fourth anniversary. For the option, 25% of the shares vest on the first anniversary of January 1, 2026, with the rest vesting monthly so that the option is fully vested four years after that vesting commencement date.

Terns Pharmaceuticals Chief Executive Officer Amy L. Burroughs reported multiple equity transactions in company stock. On January 14, 2026, she received 150,000 shares of common stock for $0.00 per share, structured as restricted stock units that vest over four years starting January 1, 2026. The same day, she was granted 300,000 stock options with an exercise price of $37.18 per share, also vesting over four years from January 1, 2026.

On January 15, 2026, Burroughs exercised stock options to acquire 27,083, 27,083, and 14,583 shares of common stock at an exercise price of $4.64 per share. She then sold 61,228 shares at a weighted average price of $37.0153 and 7,521 shares at a weighted average price of $37.5256, all under a Rule 10b5-1 trading plan adopted on June 30, 2025. After these transactions, she directly held 288,976 shares of common stock and indirectly held 8,319 shares through the Amy L Burroughs 2017 Trust.

TERN (Form 144) discloses a planned insider stock sale by Amy Burroughs. The notice covers an intended sale of 97,915 shares of common stock through Morgan Stanley Smith Barney LLC on or about 01/15/2026, with an indicated aggregate market value of $3,640,479.70. The filing notes that 90,079,781 shares of common stock were outstanding and identifies NASDAQ as the trading market.

The 97,915 shares were acquired on 01/15/2026 via a cash exercise of stock options granted by the issuer. The filing also reports that Amy Burroughs sold 71,339 common shares on 01/05/2026 for gross proceeds of $2,718,229.92 during the prior three months. By signing, the seller represents that she is not aware of undisclosed material adverse information about the company.

Terns Pharmaceuticals, Inc. filed a report describing a new press release that outlines the company’s 2026 priorities and program milestones, which are being discussed at the 44th Annual J.P. Morgan Healthcare Conference. The press release also includes an update on Terns’ unaudited cash, cash equivalents and marketable securities for the year ended December 31, 2025, giving investors a view of the company’s liquidity position. The press release is furnished as Exhibit 99.1 and is not deemed filed for liability purposes under the Securities Exchange Act.

Terns Pharmaceuticals CEO Amy L. Burroughs reported multiple equity transactions in early January 2026. On January 2, 2026, she exercised a stock option for 21,551 shares of common stock at an exercise price of $4.64 per share, increasing her directly held common shares to 60,315, plus 8,319 shares held indirectly through the Amy L Burroughs 2017 Trust.

On January 5, 2026, 150,000 restricted stock units converted into the same number of common shares after the Compensation Committee determined that stock price performance milestones had been achieved. That same day, she reported the sale of 71,339 shares of common stock at a weighted average price of $38.103 per share, with the filing stating these shares were sold to satisfy taxes from the RSU vesting and did not represent a discretionary trade. Following these transactions, she directly owned 138,976 shares of common stock, in addition to the indirect trust holdings.

Terns Pharmaceuticals, Inc. Chief Medical Officer Kuriakose Emil filed a Form 4 reporting routine insider sales of common stock. On January 2, 2026, he sold 200 shares at a weighted average price of $39.6 and 955 shares at a weighted average price of $38.3586.

According to the footnotes, these shares were sold to satisfy taxes due upon the vesting of a previously granted restricted stock unit award and do not represent discretionary trading decisions. After these transactions, Emil directly holds 50,365 shares of Terns Pharmaceuticals common stock.

Terns Pharmaceuticals, Inc. is offering 16,250,000 shares of common stock at $40.00 per share, for gross proceeds of $650,000,000 and estimated net proceeds of about $613.6 million.

The company also granted underwriters a 30-day option to buy up to 2,437,500 additional shares. As of September 30, 2025, 87,511,470 shares were outstanding, and Terns held $295.6 million of cash, cash equivalents and marketable securities. The new funds will be used to support research, clinical trials, development and manufacturing of key product candidates, including lead CML therapy TERN-701, initial activities for a potential future commercial launch of TERN-701, and for working capital and general corporate purposes. Based on current plans, Terns expects its cash, including this raise, to cover operating and capital needs at least into 2031.

Terns Pharmaceuticals reported Q3 results for the period ended September 30, 2025. Net loss was $24.6 million (vs. $21.9 million a year ago) as research and development rose to $19.9 million and general and administrative was $7.8 million. Interest income was $3.1 million.

Liquidity remained strong with cash and cash equivalents of $150.7 million and marketable securities of $144.9 million. Total current assets were $300.3 million. Stockholders’ equity was $284.1 million. For the first nine months, net cash used in operating activities was $63.1 million.

Pipeline updates highlight oncology focus. In the Phase 1 CARDINAL trial of TERN‑701 for CML, as of a June 30, 2025 cutoff, the overall major molecular response rate was 75% (24/32) by 24 weeks, with an encouraging safety profile and no dose‑limiting toxicities in dose escalation. The FDA granted Orphan Drug Designation in March 2024. In October 2025, Terns announced it will not advance TERN‑601 for obesity after Phase 2 results showed a maximum placebo‑adjusted weight loss of 4.6% and liver enzyme elevations in some participants.