Terns director disposes options in Merck merger

Terns Pharmaceuticals director Heather D. Turner reported the disposition of stock options to the issuer in connection with the company’s merger with Merck.

Rhea-AI Filing Summary

Terns Pharmaceuticals director Heather D. Turner reported the disposition of stock options to the issuer in connection with the company’s merger with Merck. On May 5, 2026, she returned options covering 1,697 shares at a $34.60 exercise price, 64,000 shares at $5.70, and 45,000 shares at $4.10.

Under the merger agreement, each unexercised option with an exercise price below the $53.00 per share merger consideration was cancelled and converted into the right to receive in cash the excess of $53.00 over its exercise price, subject to applicable withholding taxes.

Insider Trade Summary

Disposition: 110,697 shares

Disposition 3 txns

Insider Turner Heather D

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy)	45,000	$0.00	$0.00
Disposition	Stock Option (Right to Buy)	64,000	$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 contracts (Direct)

Footnotes (2)

1. 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.
2. 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 block 1: 1,697 options at $34.60 Option block 2: 64,000 options at $5.70 +1 more

4 metrics

Merger consideration $53.00 per share Cash paid per Terns common share in Merck tender offer

Option block 1 1,697 options at $34.60 Stock options on Terns common stock disposed to issuer on May 5, 2026

Option block 2 64,000 options at $5.70 Stock options on Terns common stock disposed to issuer on May 5, 2026

Option block 3 45,000 options at $4.10 Stock options on Terns common stock disposed to issuer on May 5, 2026

Key Terms

Merger Agreement, Merger Consideration, tender offer, Schedule 14D-9

4 terms

Merger Agreement regulatory

"entered into an Agreement and Plan of Merger (the "Merger Agreement") with Merck Sharp & Dohme LLC"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Merger Consideration financial

"with a per share exercise price that was less than the Merger Consideration was cancelled"

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 financial

"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.

FAQ

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

What did Heather D. Turner report in this Form 4 for Terns (TERN)?

Heather D. Turner reported disposing of stock options back to Terns Pharmaceuticals. The options were cancelled in connection with the Merck merger and converted into cash rights equal to the $53.00 merger consideration minus each option’s exercise price, subject to withholding taxes.

How many Terns (TERN) stock options were affected in this filing?

The filing shows three option positions: 1,697 options at a $34.60 exercise price, 64,000 options at $5.70, and 45,000 options at $4.10. All were unexercised stock options on Terns common stock and were disposed of to the issuer under the merger agreement.

How are Terns (TERN) options treated under the Merck merger agreement?

Under the merger agreement, each unexercised Terns option with an exercise price below the $53.00 per share merger consideration is cancelled. It is converted into a right to receive cash equal to $53.00 minus the option’s exercise price, before interest and subject to withholding taxes.

What merger terms involving Terns (TERN) are referenced in this Form 4?

The Form 4 references a merger agreement among Terns Pharmaceuticals, Merck Sharp & Dohme LLC, and Thailand Merger Sub, Inc. Merck’s subsidiary completed a tender offer, and tendering Terns shareholders will receive $53.00 per share in cash, net to the seller, subject to applicable taxes.

Is Heather Turner’s Form 4 for Terns (TERN) an open-market sale of shares?

No, the Form 4 reflects a disposition to the issuer of stock options, not an open-market sale. The options were cancelled under the merger agreement and replaced with cash rights based on the $53.00 merger consideration minus each option’s exercise price, with no market trading reported.

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

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Accepted by SEC EDGAR 05/05/2026 - 05:07 PM Learn about SEC filing dates

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
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X

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^*

Turner Heather D

(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)
			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)	$4.1	05/05/2026		D			45,000(1)	(1)	(1)	Common Stock	45,000	(2)	0.00	D
Stock Option (Right to Buy)	$5.7	05/05/2026		D			64,000(1)	(1)	(1)	Common Stock	64,000	(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 Heather D Turner	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.
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* Form 4: SEC 1474 (03-26)