Terns (NASDAQ: TERN) director options canceled in $53 Merck buyout
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Terns Pharmaceuticals director Jeffrey B. Kindler reported the disposition of multiple stock option awards to the company. On May 5, 2026, nine separate option grants covering various amounts of common stock were canceled as part of Terns’ cash merger with Merck.
Under the merger terms, Merck’s subsidiary completed a tender offer in which shareholders receive $53.00 per share in cash. At the merger’s effective time, each outstanding, unexercised option with an exercise price below this Merger Consideration was canceled and converted into the right to receive cash equal to the $53.00 price minus the option’s exercise price, before any applicable withholding taxes. Following these transactions, the reported option positions show zero remaining.
Positive
- None.
Negative
- None.
Insider Trade Summary
9 transactions reported
Mixed
9 txns
Insider
KINDLER JEFFREY B
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 32,000 | $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) | 28,475 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 22,000 | $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 block 1 canceled: 1,697 options at $34.60
Option block 2 canceled: 32,000 options at $12.05
+4 more
7 metrics
Merger Consideration
$53.00 per share
Cash paid per Terns share in Merck tender offer
Option block 1 canceled
1,697 options at $34.60
Stock options disposed to issuer at $34.60 exercise price
Option block 2 canceled
32,000 options at $12.05
Stock options disposed to issuer at $12.05 exercise price
Option block 3 canceled
22,000 options at $10.72
Stock options disposed to issuer at $10.72 exercise price
Option block 4 canceled
28,475 options at $9.24
Stock options disposed to issuer at $9.24 exercise price
Low-strike option block
32,000 options at $1.82
Lowest exercise price among reported canceled options
Derivative positions remaining
0 options
derivativeSummary shows no remaining options after merger
Key Terms
Agreement and Plan of Merger, Merger Consideration, tender offer, withholding taxes, +1 more
5 terms
Agreement and Plan of Merger regulatory
"entered into an Agreement and Plan of Merger (the "Merger Agreement")"
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
"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.
withholding taxes financial
"subject to the applicable withholding taxes, the excess of the Merger Consideration"
Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
FAQ
What insider transaction did Terns Pharmaceuticals (TERN) disclose?
Terns Pharmaceuticals disclosed that director Jeffrey B. Kindler reported the disposition to the issuer of several stock option awards. These options were canceled in connection with the company’s cash merger with Merck and converted into cash rights.
What happened to Terns Pharmaceuticals (TERN) stock options in the merger?
At the merger’s effective time, each outstanding, unexercised option with an exercise price below $53.00 was canceled. Each such option was converted into a right to receive cash equal to the Merger Consideration minus the option’s per share exercise price.
Did Jeffrey B. Kindler retain any reported stock options in Terns Pharmaceuticals (TERN)?
For each reported option grant, the Form 4 shows zero options remaining following the transaction. This indicates the reported stock option positions held directly by director Jeffrey B. Kindler were fully canceled in connection with the merger.
Is the Terns Pharmaceuticals (TERN) Form 4 transaction an open-market sale?
No. The Form 4 uses transaction code D, described as a disposition to issuer. The options were canceled pursuant to the merger agreement rather than sold on the open market, and were settled in cash based on the merger terms.
How is the Merger Consideration applied to Terns (TERN) stock options?
For each eligible option, the holder receives the excess of the $53.00 Merger Consideration over the option’s exercise price per share. This cash amount is paid without interest and subject to any required withholding taxes under the merger agreement.