Here are the 10-K annual reports from Terns Pharmaceuticals, Inc. (TERN) in our archive since June 2025, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 10-K covers the audited annual report, with the full financial statements, so if you follow TERN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TERN filings page.
Terns Pharmaceuticals filed an amendment to its annual report mainly to add governance, executive pay and ownership details that were previously expected to come from its proxy, and to update certain exhibits. The filing confirms 115,521,157 common shares outstanding as of April 17, 2026 and a non‑affiliate market value of $324,170,335 as of June 30, 2025.
The board has seven directors across three staggered classes, all but the CEO deemed independent, with fully chartered audit, compensation, nominating and R&D committees. For 2025, CEO Amy Burroughs received total compensation of $4.59 million, largely from stock options, while the CFO and CMO received $2.62 million and $2.36 million, respectively, including performance bonuses based on 145% corporate achievement. The company reports 11.28 million shares underlying outstanding options and 7.71 million shares available for future issuance across equity plans, and discloses that Morgan Stanley entities beneficially own 7.10 million shares, or 6.1% of common stock.
Terns Pharmaceuticals reported full-year 2025 results and highlighted a pending acquisition by Merck Sharp & Dohme LLC. Merck has agreed to launch a tender offer to buy all outstanding Terns shares at $53.00 per share in cash, followed by a merger that would take Terns private as a Merck subsidiary.
Terns remains a clinical-stage oncology company with no product revenue and a 2025 net loss of $96.2 million, compared with $88.9 million in 2024. Research and development expenses rose to $77.9 million and general and administrative costs were $32.2 million. Cash, cash equivalents and marketable securities totaled $1.02 billion at year-end, which the company believes is sufficient to fund planned operations into 2031.
The lead program is TERN-701, an oral allosteric BCR‑ABL1 inhibitor for chronic myeloid leukemia. Phase 1/2 CARDINAL trial data showed high major molecular response rates in heavily pretreated patients, including those previously treated with asciminib. Terns plans pivotal development and multiple Phase 3 trials if it remains standalone, while also navigating closing conditions, termination fees and other risks tied to the Merck transaction.