Terns director’s options cancelled in Merck merger
Terns Pharmaceuticals director Robert Azelby reported the cancellation of stock options in connection with the company’s merger with Merck.
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Form Type
4
Rhea-AI Filing Summary
Terns Pharmaceuticals director Robert Azelby reported the cancellation of stock options in connection with the company’s merger with Merck. On May 5, 2026, he disposed of options covering 1,697 shares of common stock with a per share exercise price of $34.60 and options covering 90,000 shares with a per share exercise price of $4.13, each as a disposition to the issuer.
Under the Merger Agreement, each unexercised option with an exercise price below the cash merger consideration of $53.00 per share is cancelled and converts into the right to receive the excess of the merger consideration over the exercise price, in cash and subject to applicable withholding taxes.
Insider Trade Summary
Disposition: 91,697 shares
Disposition
2 txns
Insider
Azelby Robert
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 90,000 | $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)
- 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
Options cancelled at $34.60: 1,697 options at $34.60/share
Options cancelled at $4.13: 90,000 options at $4.13/share
Underlying shares affected: 91,697 underlying common shares
+2 more
5 metrics
Options cancelled at $34.60
1,697 options at $34.60/share
Issuer disposition on May 5, 2026
Options cancelled at $4.13
90,000 options at $4.13/share
Issuer disposition on May 5, 2026
Underlying shares affected
91,697 underlying common shares
Total across both option grants
Merger consideration
$53.00 per share
Cash paid per Terns common share in tender offer
Merger agreement date
March 24, 2026
Agreement and Plan of Merger execution date
Key Terms
Agreement and Plan of Merger, tender offer, Merger Consideration, Stock Option (Right to Buy), +1 more
5 terms
Agreement and Plan of Merger regulatory
"On March 24, 2026, Terns Pharmaceuticals, Inc. entered into an Agreement and Plan of Merger"
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.
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.
Merger Consideration financial
"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.
Stock Option (Right to Buy) financial
"security_title": "Stock Option (Right to Buy)""
disposition to issuer financial
"transaction_action": "issuer disposition""
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Terns Pharmaceuticals (TERN) report for Robert Azelby?
Terns Pharmaceuticals reported that director Robert Azelby disposed of stock options in issuer transactions. These included options on 1,697 shares at $34.60 and 90,000 shares at $4.13 per share, canceled and settled in cash under the Merger Agreement with Merck.
How many Terns Pharmaceuticals options were affected for Robert Azelby in this Form 4?
The filing shows two option positions affected, covering a total of 91,697 underlying common shares. One grant covered 1,697 shares at $34.60 per share and the other 90,000 shares at $4.13 per share, both disposed of to the issuer under merger terms.
How are Terns Pharmaceuticals (TERN) options treated under the Merck merger?
Under the Merger Agreement, each unexercised option with an exercise price below the $53.00 per share merger consideration is cancelled. It converts into a right to receive cash equal to the excess of $53.00 over the option’s exercise price, subject to withholding taxes.
What merger transaction is referenced in this Terns Pharmaceuticals Form 4?
The Form 4 references an Agreement and Plan of Merger between Terns Pharmaceuticals, Merck Sharp & Dohme LLC, and Thailand Merger Sub, Inc. Merck’s subsidiary completed a tender offer, and each common share will receive $53.00 in cash, net to the seller, subject to applicable taxes.
Did Robert Azelby’s Form 4 show open-market buying or selling of Terns Pharmaceuticals stock?
The Form 4 does not show open-market purchases or sales. Instead, it reports issuer dispositions of stock options tied to the merger. These option awards were cancelled and converted into cash-settled rights based on the $53.00 per share merger consideration and their respective exercise prices.
AI-generated analysis. How Rhea-AI works. Not financial advice.
