Terns (TERN) director’s options cancelled, converted to cash in Merck deal
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Turner Heather D
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 45,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 64,000 | $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 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
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.