Terns Pharmaceuticals files Form 25 to delist

Terns Pharmaceuticals submitted a Form 25 notification via Nasdaq Stock Market LLC to remove its Common Stock from listing and registration under Section 12(b) of the Exchange Act.

Accepted by SEC EDGAR 05/05/2026 - 08:57 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Terns Pharmaceuticals submitted a Form 25 notification via Nasdaq Stock Market LLC to remove its Common Stock from listing and registration under Section 12(b) of the Exchange Act. Nasdaq states it complied with Rule 12d2-2 and the issuer complied with Nasdaq rules governing a voluntary withdrawal.

The notification lists Nasdaq's certification that it has reasonable grounds for the Form 25 and is signed by a Nasdaq representative, Jennifer Fainer, CDO Analyst. Contact details for the issuer include an address in Foster City, California and a telephone number.

Key Figures

Commission File Number: 001-39926 Rule cited: 17 CFR 240.12d2-2 Expires: March 31, 2018 +1 more

4 metrics

Commission File Number 001-39926 Form 25 cover identification

Rule cited 17 CFR 240.12d2-2 Exchange compliance citation for delisting

Expires March 31, 2018 Expires line shown on the form

Issuer telephone (650) 525-5535 Issuer principal executive office contact

Key Terms

Form 25, 17 CFR 240.12d2-2, voluntary withdrawal

3 terms

Form 25 regulatory

"FORM 25 NOTIFICATION OF REMOVAL FROM LISTING"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

17 CFR 240.12d2-2 regulatory

"Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied"

A U.S. Securities and Exchange Commission rule that describes the conditions and procedural steps for a security to be removed from public registration or reporting under the Securities Exchange Act of 1934. For investors, it matters because it explains when a company’s shares can stop being subject to regular disclosure and exchange listing rules — similar to knowing when a publicly tracked product will be discontinued and no longer send updates, which affects transparency and liquidity.

voluntary withdrawal regulatory

"the Issuer has complied with its rules of the Exchange and the requirements of 17 CFR 240.12d-2(c) governing the voluntary withdrawal"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does TERN's Form 25 filing mean for Terns Pharmaceuticals (TERN)?

It notifies the removal of Terns Pharmaceuticals' Common Stock from Nasdaq listing and registration under Section 12(b). The filing states Nasdaq and the issuer complied with Rule 17 CFR 240.12d2-2 for voluntary withdrawal.

Who certified the delisting of Terns Pharmaceuticals' stock (TERN)?

Nasdaq Stock Market LLC certified the Form 25 and stated it had reasonable grounds to file. The notification is signed by Jennifer Fainer, whose title is listed as CDO Analyst.

Is the withdrawal of TERN shares described as voluntary or involuntary?

The filing references the issuer's compliance with Nasdaq rules governing a voluntary withdrawal under 17 CFR 240.12d-2(c), indicating the issuer followed voluntary withdrawal procedures.

What class of securities does the Form 25 for TERN apply to?

The Form 25 specifically applies to the issuer's Common Stock, as described at the top of the notification and in the exchange certification language.

Where can I find issuer contact information listed in the Form 25 for Terns Pharmaceuticals (TERN)?

The filing lists the issuer's principal executive office at 1065 East Hillsdale Blvd., Suite 100, Foster City, CA 94404 and telephone number (650) 525-5535 as contact information.

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

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UNITED STATES

OMB APPROVAL

OMB Number:			3235-0080
Expires:	March 31, 2018
Estimated average burden
hours per response:			1.7

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 25

NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION
UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number

001-39926

Issuer:	Terns Pharmaceuticals, Inc.
Exchange:	Nasdaq Stock Market LLC

(Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)

Address:	1065 East Hillsdale Blvd., Suite 100
	Foster City	CALIFORNIA	94404
Telephone number:					(650) 525-5535

(Address, including zip code, and telephone number, including area code, of Issuer's principal executive offices)

Common Stock

(Description of class of securities)

Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:

17 CFR 240.12d2-2(a)(1)

17 CFR 240.12d2-2(a)(2)

17 CFR 240.12d2-2(a)(3)

17 CFR 240.12d2-2(a)(4)

Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange. ¹

Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with its rules of the Exchange and the requirements of 17 CFR 240.12d-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.

Pursuant to the requirements fo the Securities Exchange Act of 1934, Nasdaq Stock Market LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.

2026-05-05	By	Jennifer Fainer		CDO Analyst
Date		Name		Title

¹ Form 25 and attached Notice will be considered compliance with the provisions of 17 CFR 240.19d-1 as applicable. See General Instructions.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.