Merck deal cancels Terns (NASDAQ: TERN) director stock options
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
7 transactions reported
Mixed
7 txns
Insider
Tripuraneni Radhika
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 64,000 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 45,000 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 10,657 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 4,676 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 32,000 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 32,000 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 1,697 | $0.00 | $0.00 |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct)
Footnotes (2)
- F1. Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each option to purchase the Issuer's Shares that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Merger Consideration was cancelled and converted into the right to receive, without interest thereon and subject to the applicable withholding taxes, the excess of the Merger Consideration over the per share exercise price.
- F2. On March 24, 2026, Terns Pharmaceuticals, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Merck Sharp & Dohme LLC ("Merck") and Thailand Merger Sub, Inc. (the "Purchaser"), a wholly owned subsidiary of Merck. Pursuant to the Merger Agreement, the Purchaser completed a tender offer for the shares of the Issuer's common stock (the "Shares"). In exchange for each Share, tendering shareholders will receive $53.00 per Share (the "Merger Consideration"), payable in cash, net to the seller, and without interest, subject to any applicable withholding taxes, as described more fully in the Schedule 14D-9 filed by the Issuer on April 7, 2026.
Key Figures
Merger consideration: $53.00 per share
Option grant disposed: 64,000 options
Option grant disposed: 45,000 options
+3 more
6 metrics
Merger consideration
$53.00 per share
Cash paid per Terns common share in Merck tender offer
Option grant disposed
64,000 options
Stock options with $2.13 exercise price, issuer disposition
Option grant disposed
45,000 options
Stock options with $4.10 exercise price, issuer disposition
Option grant disposed
32,000 options
Stock options with $12.05 exercise price, issuer disposition
Highest option exercise price
$34.60 per share
Exercise price on 1,697 disposed stock options
Issuer disposition count
7 derivative transactions
All coded as disposition to issuer (D) on stock options
Key Terms
Agreement and Plan of Merger, Merger Consideration, tender offer, Schedule 14D-9, +1 more
5 terms
Agreement and Plan of Merger regulatory
"entered into an Agreement and Plan of Merger (the "Merger Agreement") with Merck Sharp & Dohme LLC"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"tendering shareholders will receive $53.00 per Share (the "Merger Consideration"), payable in cash"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
tender offer regulatory
"the Purchaser completed a tender offer for the shares of the Issuer's common stock"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Schedule 14D-9 regulatory
"as described more fully in the Schedule 14D-9 filed by the Issuer on April 7, 2026"
Schedule 14D-9 is a filing with the U.S. Securities and Exchange Commission in which a company publicly states its response and recommendation to an outside bid to buy its shares (a tender offer). Think of it as the company’s advisory note to shareholders explaining whether to sell, keep, or seek alternatives, and why, with facts and reasoning. Investors rely on it to gauge management’s view of the offer’s fairness and the likely impact on value and strategy.
Stock Option (Right to Buy financial
"security_title": "Stock Option (Right to Buy)""
FAQ
What insider transaction did Terns (TERN) director Radhika Tripuraneni report?
Director Radhika Tripuraneni reported disposing of several stock option grants back to Terns. These options to buy common stock were cancelled in connection with the Merck merger and converted into cash rights based on the merger consideration over each option’s exercise price.
How are Terns (TERN) stock options treated in the Merck merger?
Unexercised Terns stock options with exercise prices below the merger consideration are cancelled at the merger’s effective time. Each such option is converted into a right to receive cash equal to the excess of the $53.00 merger consideration over its per-share exercise price, subject to withholding taxes.
What agreement governs Merck’s acquisition of Terns (TERN)?
The transactions are governed by an Agreement and Plan of Merger between Terns Pharmaceuticals, Merck Sharp & Dohme LLC, and Thailand Merger Sub, Inc. This merger agreement provided for a tender offer for Terns shares and sets the $53.00-per-share cash merger consideration terms.
When did Terns (TERN) enter into the merger agreement with Merck?
Terns Pharmaceuticals entered into the Agreement and Plan of Merger with Merck Sharp & Dohme LLC and Thailand Merger Sub, Inc. on March 24, 2026. Under this agreement, Merck’s subsidiary completed a tender offer for Terns’ common shares at a cash price of $53.00 per share.
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