Director David Fellows takes 2,828 Terns (TERN) options instead of $75k cash

Rhea-AI Filing Summary

Terns Pharmaceuticals director David A. Fellows reported receiving a stock option covering 2,828 shares of common stock on February 1, 2026. The option has an exercise price of $34.6 per share and was taken in lieu of a $75,000 cash retainer for 2026.

The grant was made under the company’s Non-Employee Director Compensation Policy. The option vests in equal monthly installments, with 1/12 of the shares vesting on each monthly anniversary from January 1, 2026, so that all 2,828 shares are fully vested by January 1, 2027. Fellows holds these derivative securities directly.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FELLOWS DAVID A

(Last) (First) (Middle)

C/O TERNS PHARMACEUTICALS, INC.

1065 EAST HILLSDALE BLVD., SUITE 100

(Street)

FOSTER CITY CA 94404

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Terns Pharmaceuticals, Inc. [ TERN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$34.6	02/01/2026		A		2,828(1)		(2)	01/31/2036	Common Stock	2,828	$0.00	2,828	D

Explanation of Responses:

1. This option was issued pursuant to the Issuer's Non-Employee Director Compensation Policy, under which the Reporting Person elected to receive this option in lieu of the Reporting Person's cash retainer fee of $75,000 for 2026.

2. The option will vest as to 1/12th of the total shares subject thereto on each monthly anniversary measured from January 1, 2026, such that 100% of the shares subject to the option will be fully vested on January 1, 2027.

Remarks:

	/s/ David Strauss, as Attorney-in-Fact for David A Fellows	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transaction did Terns Pharmaceuticals (TERN) report for David A. Fellows?

David A. Fellows received a stock option for 2,828 shares of Terns Pharmaceuticals common stock. The option was granted on February 1, 2026 as part of his director compensation and is held as a direct beneficial ownership position.

What is the exercise price and size of the new stock option at Terns (TERN)?

The reported stock option gives the right to buy 2,828 shares of Terns common stock at an exercise price of $34.6 per share. This option was granted as compensation rather than purchased in the market.

How does David A. Fellows’ 2026 director compensation work at Terns Pharmaceuticals (TERN)?

For 2026, David A. Fellows elected to receive a stock option in place of his $75,000 cash retainer. Under the Non-Employee Director Compensation Policy, this election converted his cash fee into an option covering 2,828 shares of common stock.

What is the vesting schedule of the new Terns (TERN) stock option for David A. Fellows?

The option vests in 12 equal monthly installments. Specifically, 1/12 of the total 2,828 shares vests on each monthly anniversary from January 1, 2026, resulting in full vesting of all shares by January 1, 2027.

Does David A. Fellows hold the reported Terns (TERN) option directly or indirectly?

The filing shows that David A. Fellows holds the stock option directly. There is no indication of an intermediate entity, and the ownership form is reported as “D,” meaning direct beneficial ownership of the derivative security.

How many derivative securities does David A. Fellows own at Terns Pharmaceuticals (TERN) after this grant?

Following this transaction, David A. Fellows beneficially owns 2,828 derivative securities in the form of a stock option. This entire amount reflects the newly granted option reported in the filing and is directly held.