Terns Pharmaceuticals (TERN) CEO cashes out shares and options in $53 Merck buyout

Rhea-AI Filing Summary

Terns Pharmaceuticals, Inc. director and Chief Executive Officer Amy L. Burroughs reported disposing of all her equity interests in connection with Merck’s acquisition of the company. She returned 150,000 shares of common stock to the issuer at $53.00 per share and tendered 146,614 additional directly held shares at the same price. An indirect holding of 8,319 shares in the Amy L Burroughs 2017 Trust was also tendered for $53.00 per share. Under the Merger Agreement with Merck Sharp & Dohme LLC, all of her outstanding stock options—covering 300,000 shares at $37.18, 1,250,000 shares at $7.31, and 955,534 shares at $4.64—were cancelled in exchange for cash equal to the Merger Consideration minus the exercise price. Following these tender‑offer and cancellation transactions, Burroughs holds no common shares or stock options in Terns Pharmaceuticals.

Insights

Equity compensation analyst

CEO’s equity fully cashed out via Merck merger terms.

These Form 4 entries show Amy L. Burroughs, CEO of Terns Pharmaceuticals, exiting her equity position through a completed cash acquisition by Merck Sharp & Dohme LLC. Common shares were tendered at $53.00 per share, consistent with the disclosed Merger Consideration.

All outstanding stock options with exercise prices below $53.00 were cancelled for cash equal to the difference between the Merger Consideration and each option’s exercise price. With derivativeSummary showing no remaining options, this filing indicates her full economic stake in Terns common equity has been converted to cash under the merger terms.

The transactions are mechanically driven by the Merger Agreement rather than discretionary open‑market trading, so their informational value lies mainly in confirming that the tender offer closed for this insider and that equity awards were settled as described in the company’s Schedule 14D‑9.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Burroughs Amy L.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy)	955,534	$0.00	--
Disposition	Stock Option (Right to Buy)	1,250,000	$0.00	--
Disposition	Stock Option (Right to Buy)	300,000	$0.00	--
U	Common Stock	146,614	$53.00	$7.77M
U	Common Stock	8,319	$53.00	$441K
Disposition	Common Stock	150,000	$53.00	$7.95M

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct, null); Common Stock — 0 shares (Direct, null); Common Stock — 0 shares (Indirect, Trust)

Footnotes (1)

1. Includes 7,638 shares acquired under the Issuer's 2021 Employee Stock Purchase Plan since the reporting person's Form 4 filed on March 17, 2026. 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. The Reporting Person beneficially owns these shares indirectly through the Amy L Burroughs 2017 Trust. Pursuant to the Merger Agreement, each Issuer restricted stock unit ("RSU") award then outstanding, whether or not vested, was cancelled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes, equal to the product of the Merger Consideration and the total number of Shares subject to such RSU award as of immediately prior to the Effective Time (as defined in the Merger Agreement). Pursuant to the Merger Agreement, at the Effective Time, 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.

Key Figures

Direct shares tendered: 146,614 shares at $53.00 Issuer share return: 150,000 shares at $53.00 Trust shares tendered: 8,319 shares at $53.00 +4 more

7 metrics

Direct shares tendered 146,614 shares at $53.00 Common Stock tendered pursuant to Merck offer

Issuer share return 150,000 shares at $53.00 Disposition to issuer of Common Stock

Trust shares tendered 8,319 shares at $53.00 Indirect holding via Amy L Burroughs 2017 Trust

Option grant 1 300,000 shares at $37.18 Stock Option cancelled for cash under Merger Agreement

Option grant 2 1,250,000 shares at $7.31 Stock Option cancelled for cash under Merger Agreement

Option grant 3 955,534 shares at $4.64 Stock Option cancelled for cash under Merger Agreement

Merger Consideration $53.00 per share Cash paid for each Terns common share in tender offer

Key Terms

tender offer, Merger Consideration, Agreement and Plan of Merger, restricted stock unit ("RSU"), +1 more

5 terms

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

"In exchange for each Share, tendering shareholders will receive $53.00 per Share (the "Merger Consideration")"

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.

Agreement and Plan of Merger financial

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

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.

restricted stock unit ("RSU") financial

"each Issuer restricted stock unit ("RSU") award then outstanding, whether or not vested, was cancelled"

per share exercise price financial

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

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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^*

Burroughs Amy L.

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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
Common Stock	05/05/2026		U		146,614(1)	D	$53(2)	0.00	D
Common Stock	05/05/2026		U		8,319	D	$53(2)	0.00	I	Trust(3)
Common Stock	05/05/2026		D		150,000	D	$53(4)	0.00	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)	$4.64	05/05/2026		D			955,534(5)	(5)	(5)	Common Stock	955,534	(2)	0.00	D
Stock Option (Right to Buy)	$7.31	05/05/2026		D			1,250,000(5)	(5)	(5)	Common Stock	1,250,000	(2)	0.00	D
Stock Option (Right to Buy)	$37.18	05/05/2026		D			300,000(5)	(5)	(5)	Common Stock	300,000	(2)	0.00	D

Explanation of Responses:

1. Includes 7,638 shares acquired under the Issuer's 2021 Employee Stock Purchase Plan since the reporting person's Form 4 filed on March 17, 2026.

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.

3. The Reporting Person beneficially owns these shares indirectly through the Amy L Burroughs 2017 Trust.

4. Pursuant to the Merger Agreement, each Issuer restricted stock unit ("RSU") award then outstanding, whether or not vested, was cancelled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes, equal to the product of the Merger Consideration and the total number of Shares subject to such RSU award as of immediately prior to the Effective Time (as defined in the Merger Agreement).

5. Pursuant to the Merger Agreement, at the Effective Time, 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.

Remarks:

	/s/ David Strauss, as Attorney-in-Fact for Amy L. Burroughs	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.
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Terns (TERN) CEO Amy Burroughs report in this Form 4?

She reported disposing of all her Terns equity in connection with Merck’s acquisition. Common shares were tendered at $53.00 per share and all outstanding stock options were cancelled for cash based on the merger’s Merger Consideration minus each option’s exercise price.

At what price were Terns Pharmaceuticals shares tendered to Merck?

The Form 4 and footnotes state that each common share was exchanged for $53.00 in cash. This amount, called the Merger Consideration, was paid to tendering shareholders in Merck’s tender offer, net to the seller and subject to applicable withholding taxes.

How many Terns shares did the CEO dispose of in the merger transactions?

Amy L. Burroughs disposed of a combination of issuer and tender‑offer transactions: 150,000 shares were returned to the issuer, 146,614 directly held shares were tendered, and 8,319 shares held through the Amy L Burroughs 2017 Trust were tendered, all at $53.00 per share in cash.

What happened to Amy Burroughs’ Terns stock options in the Merck deal?

Under the Merger Agreement, each outstanding option with an exercise price below $53.00 was cancelled. For each option, she became entitled to cash equal to the excess of the Merger Consideration over the per share exercise price, without interest and subject to withholding taxes.

Does the Terns CEO still hold any common shares or options after these transactions?

No. The reported transactions show total_shares_following_transaction of 0 for each line, and the derivativeSummary is empty. This indicates that, after tendering shares and cancelling options for cash under the Merger Agreement, Amy L. Burroughs no longer holds Terns common stock or stock options.

How were Terns restricted stock units treated in the Merck acquisition?

A footnote explains that each outstanding restricted stock unit was cancelled at the merger’s effective time. Holders became entitled to a cash amount equal to the product of the Merger Consideration and the number of shares subject to the RSU, without interest and subject to applicable withholding taxes.