Welcome to our dedicated page for Terns Pharmaceuticals SEC filings (Ticker: TERN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Terns Pharmaceuticals filings document the company’s clinical-stage oncology disclosures, capital structure, and completed transition from Nasdaq-listed issuer to Merck subsidiary. Recent Form 8-K reports cover TERN-701 regulatory updates, including FDA Breakthrough Therapy Designation for chronic myeloid leukemia, license and intellectual-property arrangements involving the program, operating results, and material definitive agreements.
The filing record also includes the acquisition-completion Form 8-K and Nasdaq Form 25 for removal of Terns common stock from listing and Section 12(b) registration. These documents record the treatment of TERN common stock, exchange registration status, governance and shareholder-related disclosures, financial statement exhibits, and other material-event reporting associated with the company’s public-company status.
Terns Pharmaceuticals Schedule 13G/A reports that Morgan Stanley no longer beneficially owns more than 5% of the company's Common Stock. The filing lists CUSIP 880881107 and shows 0.0% beneficial ownership. The amendment is signed June 5, 2026, and states the change is effective as of the date shown on the cover.
Adage Capital Management, L.P. amended a Schedule 13G to report shared beneficial ownership of 2,124,817 shares of Terns Pharmaceuticals common stock.
The filing states those shares represent 1.84% of the class, calculated using 115,413,392 shares outstanding as of March 27, 2026. The reported holdings are held directly by Adage Capital Partners, L.P. and are reflected as shared voting and dispositive power.
Morgan Stanley filed an amended Schedule 13G/A disclosing its indirect holdings in Terns Pharmaceuticals, Inc. The filing lists 6,433,964 shares tied to shared dispositive power and reports a 5.6% beneficial ownership stake for one MS reporting unit; a related MS entity shows 5,764,462 shares and 4.9%.
The amendment includes joint filing exhibits and a statement that certain Morgan Stanley operating units are aggregated under the reporting units. Signatures are by an authorized Morgan Stanley representative.
Terns Pharmaceuticals director Robert Azelby reported the cancellation of stock options in connection with the company’s merger with Merck. On May 5, 2026, he disposed of options covering 1,697 shares of common stock with a per share exercise price of $34.60 and options covering 90,000 shares with a per share exercise price of $4.13, each as a disposition to the issuer.
Under the Merger Agreement, each unexercised option with an exercise price below the cash merger consideration of $53.00 per share is cancelled and converts into the right to receive the excess of the merger consideration over the exercise price, in cash and subject to applicable withholding taxes.
Terns Pharmaceuticals director Heather D. Turner reported the disposition of stock options to the issuer in connection with the company’s merger with Merck. On May 5, 2026, she returned options covering 1,697 shares at a $34.60 exercise price, 64,000 shares at $5.70, and 45,000 shares at $4.10.
Under the merger agreement, each unexercised option with an exercise price below the $53.00 per share merger consideration was cancelled and converted into the right to receive in cash the excess of $53.00 over its exercise price, subject to applicable withholding taxes.
Terns Pharmaceuticals director Radhika Tripuraneni reported the disposition of multiple stock option awards back to the company. The options covered shares of common stock at exercise prices ranging from $2.13 to $34.60 per share and now show zero remaining balance.
According to the merger agreement, at the effective time each unexercised option with an exercise price below the cash merger consideration is cancelled and converted into the right to receive the excess of the $53.00-per-share merger consideration over its exercise price, subject to withholding taxes. The Form 4 reflects this mechanical cancellation in connection with Merck’s completed tender offer for Terns shares, rather than any open-market trading by the director.
Terns Pharmaceuticals director Jill M. Quigley reported the cancellation and disposition to the issuer of several stock option awards in connection with the company’s merger with Merck. On May 5, 2026, seven option grants covering shares of common stock were reported as dispositions to the issuer.
Under the merger agreement, each outstanding option with an exercise price below the cash merger consideration of $53.00 per share is cancelled at the effective time and converted into a right to receive cash equal to the excess of the merger consideration over the option’s exercise price, subject to withholding taxes. Following these transactions, the filing shows no remaining derivative option holdings for Quigley.
Terns Pharmaceuticals director Jeffrey B. Kindler reported the disposition of multiple stock option awards to the company. On May 5, 2026, nine separate option grants covering various amounts of common stock were canceled as part of Terns’ cash merger with Merck.
Under the merger terms, Merck’s subsidiary completed a tender offer in which shareholders receive $53.00 per share in cash. At the merger’s effective time, each outstanding, unexercised option with an exercise price below this Merger Consideration was canceled and converted into the right to receive cash equal to the $53.00 price minus the option’s exercise price, before any applicable withholding taxes. Following these transactions, the reported option positions show zero remaining.