Terns Pharmaceuticals (TERN) CMO receives RSUs, 112,500 options grant

Rhea-AI Filing Summary

Terns Pharmaceuticals Chief Medical Officer Emil Kuriakose reported new equity awards. On 01/14/2026, he received 56,250 shares of common stock in the form of restricted stock units at a price of $0.00, bringing his directly held common shares to 106,615 after the grant. He was also granted a stock option for 112,500 shares of common stock with an exercise price of $37.18 per share, expiring on 01/13/2036.

For the RSUs, 25% vest on the first anniversary of January 1, 2026, with the remainder vesting quarterly over the following three years. For the option, 25% of the shares vest on the first anniversary of January 1, 2026, with the balance vesting monthly thereafter so that both awards are fully vested on the fourth anniversary of that vesting commencement date.

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

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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^*

Kuriakose Emil

(Last) (First) (Middle)

C/O TERNS PHARMACEUTICALS, INC.

1065 E. 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2026

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
Common Stock	01/14/2026		A		56,250(1)	A	$0.00	106,615	D

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)	$37.18	01/14/2026		A		112,500		(2)	01/13/2036	Common Stock	112,500	$0.00	112,500	D

Explanation of Responses:

1. Each share is represented by a Restricted Stock Unit ("RSU"). 25% of the RSUs vest on the first anniversary measured from January 1, 2026 (the "Vesting Commencement Date"), and 1/16th of the total number of shares vest quarterly thereafter, such that 100% of the RSUs will be fully vested on the fourth anniversary of the Vesting Commencement Date.

2. 25% of the shares subject to the option vest on the first anniversary measured from January 1, 2026 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested on the fourth anniversary of the Vesting Commencement Date.

Remarks:

	/s/ David Strauss, as Attorney-in-Fact for Emil Kuriakose	01/16/2026
	** 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.

FAQ

What insider transactions did Terns (TERN) report for Emil Kuriakose?

The report shows that Chief Medical Officer Emil Kuriakose received 56,250 shares of common stock in the form of RSUs at $0.00 per share and a stock option for 112,500 shares with an exercise price of $37.18 on 01/14/2026.

How many Terns (TERN) shares does Emil Kuriakose own after this Form 4?

After the reported RSU grant, Emil Kuriakose beneficially owns 106,615 shares of common stock directly, according to the filing.

What are the vesting terms for Emil Kuriakose’s RSUs at Terns (TERN)?

Each share is represented by an RSU. 25% of the RSUs vest on the first anniversary of January 1, 2026, and 1/16 of the total number of shares vest quarterly thereafter, so all RSUs are fully vested on the fourth anniversary of that vesting commencement date.

What are the vesting terms for the stock options granted to Terns (TERN) CMO?

For the stock option covering 112,500 shares, 25% of the shares vest on the first anniversary of January 1, 2026. The remaining shares vest in 1/48 monthly installments, so the option is fully vested on the fourth anniversary of the vesting commencement date. The option expires on 01/13/2036.

Were the RSUs granted to Terns (TERN) CMO purchased for cash?

No. The RSU award for 56,250 shares of common stock is reported with a transaction price of $0.00 per share, indicating it is an equity grant rather than a purchase for cash.

What role does the reporting person hold at Terns (TERN)?

The reporting person, Kuriakose Emil, is an officer of Terns Pharmaceuticals, Inc., serving as the company’s Chief Medical Officer, and is not listed as a director or 10% owner in this report.