Merck deal cancels Terns (NASDAQ: TERN) director stock options

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

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.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider Tripuraneni Radhika

Role null

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy)	64,000	$0.00	--
Disposition	Stock Option (Right to Buy)	45,000	$0.00	--
Disposition	Stock Option (Right to Buy)	10,657	$0.00	--
Disposition	Stock Option (Right to Buy)	4,676	$0.00	--
Disposition	Stock Option (Right to Buy)	32,000	$0.00	--
Disposition	Stock Option (Right to Buy)	32,000	$0.00	--
Disposition	Stock Option (Right to Buy)	1,697	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct, null)

Footnotes (1)

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. 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)""

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 05:06 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Tripuraneni Radhika

(Last)

(First)

(Middle)

C/O TERNS PHARMACEUTICALS, INC.

1065 EAST HILLSDALE BLVD., SUITE 100

(Street)

FOSTER CITY

CALIFORNIA

94404

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$2.13	05/05/2026		D			64,000⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	64,000	⁽²⁾	0.00	D
Stock Option (Right to Buy)	$4.1	05/05/2026		D			45,000⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	45,000	⁽²⁾	0.00	D
Stock Option (Right to Buy)	$4.46	05/05/2026		D			10,657⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	10,657	⁽²⁾	0.00	D
Stock Option (Right to Buy)	$6.85	05/05/2026		D			4,676⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	4,676	⁽²⁾	0.00	D
Stock Option (Right to Buy)	$6.99	05/05/2026		D			32,000⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	32,000	⁽²⁾	0.00	D
Stock Option (Right to Buy)	$12.05	05/05/2026		D			32,000⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	32,000	⁽²⁾	0.00	D
Stock Option (Right to Buy)	$34.6	05/05/2026		D			1,697⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	1,697	⁽²⁾	0.00	D

Explanation of Responses:

1. 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.

2. 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.

Remarks:

	/s/ David Strauss, as Attorney-in-Fact for Radhika Tripuraneni	05/05/2026
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

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 merger consideration will Terns (TERN) shareholders receive from Merck?

Tendering Terns shareholders receive cash merger consideration of $53.00 per share. This amount is payable in cash, net to the seller and without interest, subject to applicable withholding taxes, as described in the company’s Schedule 14D-9 related to Merck’s tender offer.

Did the Terns (TERN) Form 4 reflect an open-market sale of shares?

The Form 4 shows dispositions coded as issuer dispositions of stock options, not open-market sales. The options were cancelled and converted into cash rights under the merger agreement with Merck, following the completed tender offer, rather than being sold on a securities exchange.

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.