[8-K] Terns Pharmaceuticals, Inc. Reports Material Event

Rhea-AI Filing Summary

Terns Pharmaceuticals (TERN) furnished a Form 8-K announcing its financial results for the quarter ended September 30, 2025. Detailed results are provided in a press release attached as Exhibit 99.1. The Item 2.02 information is being furnished and is not deemed filed under the Exchange Act.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2025

Terns Pharmaceuticals, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39926	98-1448275
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
1065 East Hillsdale Blvd. Suite 100
Foster City, California				94404
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 525-5535

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		TERN		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On November 10, 2025, Terns Pharmaceuticals, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release issued by Terns Pharmaceuticals, Inc. on November 10, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TERNS PHARMACEUTICALS, INC.
Date: November 10, 2025	By:	/s/ Andrew Gengos
		Andrew Gengos
		Chief Financial Officer (Principal Financial and Accounting Officer)

FAQ

What did TERN disclose in this 8-K?

The company furnished a press release with financial results for the quarter ended September 30, 2025.

Where can I find TERN’s Q3 2025 details?

See Exhibit 99.1, which contains the full press release.

Is the Item 2.02 information filed or furnished?

It is furnished and not deemed filed under the Exchange Act.

What form and item were used for this announcement by TERN?

Form 8-K, Item 2.02 (Results of Operations and Financial Condition).

When was the press release issued by TERN?

The press release was issued on November 10, 2025.

What exhibits are included with this 8-K?

Exhibit 99.1 (press release) and Exhibit 104 (Cover Page Interactive Data File).

Where does TERN trade and under what symbol?

On the Nasdaq Global Select Market under the symbol TERN.