Terns Pharmaceuticals (NASDAQ: TERN) CEO sells exercised shares under plan

Rhea-AI Filing Summary

Terns Pharmaceuticals, Inc. director and Chief Executive Officer Amy L. Burroughs reported an exercise-and-sell transaction in company stock. On March 16, 2026, she exercised options for 14,583 shares of common stock at an exercise price of $4.64 per share, converting a derivative position into common shares.

On the same day, she sold 11,813 shares at a weighted average price of $46.5657 and 2,770 shares at a weighted average price of $47.3024 in open-market transactions, totaling 14,583 shares sold. The transactions were carried out under a pre-arranged Rule 10b5-1 trading plan adopted on June 30, 2025.

Following these transactions, Burroughs holds 288,976 shares of Terns Pharmaceuticals common stock directly and 8,319 shares indirectly through the Amy L Burroughs 2017 Trust, maintaining a substantial equity stake in the company while realizing liquidity from the exercised options.

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).

X

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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	03/16/2026		M(1)		14,583	A	$4.64	303,559	D
Common Stock	03/16/2026		S(1)		11,813	D	$46.5657(2)	291,746	D
Common Stock	03/16/2026		S(1)		2,770	D	$47.3024(3)	288,976	D
Common Stock								8,319	I	Trust(4)

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	03/16/2026		M(1)			14,583	(5)	01/29/2035	Common Stock	14,583	$0.00	955,534	D

Explanation of Responses:

1. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 30, 2025.

2. This sale price represents the weighted average sale price of the shares sold ranging from $46.01 to $47.005 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

3. This sale price represents the weighted average sale price of the shares sold ranging from $47.01 to $47.91 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

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

5. 25% of the shares subject to the option vest on the first anniversary measured from January 1, 2025 (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 Amy L. Burroughs	03/17/2026
	** 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.
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FAQ

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

Amy L. Burroughs reported an option exercise and related share sales. She exercised 14,583 stock options at $4.64 and sold 14,583 common shares on March 16, 2026, converting option value into cash while keeping a sizable remaining stake.

How many Terns (TERN) shares did the CEO sell and at what prices?

She sold 11,813 Terns common shares at a weighted average price of $46.5657 and 2,770 shares at $47.3024. These open-market sales on March 16, 2026 matched the 14,583 shares received from her option exercise.

What stock options did the Terns (TERN) CEO exercise in this filing?

Burroughs exercised options covering 14,583 shares of Terns common stock at an exercise price of $4.64 per share. The option grant vests over four years starting January 1, 2025, with 25% vesting after one year and the remainder vesting monthly.

Were the Terns (TERN) CEO’s share sales under a Rule 10b5-1 trading plan?

Yes. The filing states all reported transactions occurred under a Rule 10b5-1 trading plan adopted on June 30, 2025. Such pre-arranged plans automate trading and reduce the significance of timing decisions for interpreting insider sentiment.

How many Terns (TERN) shares does the CEO hold after these transactions?

After the transactions, Burroughs directly owns 288,976 Terns common shares. She also beneficially owns 8,319 shares indirectly through the Amy L Burroughs 2017 Trust, maintaining meaningful exposure to the company alongside the option exercise and sales.

What is the vesting schedule for the Terns (TERN) stock options involved?

The option grant vests 25% of the shares on the first anniversary of the January 1, 2025 vesting commencement date. The remaining shares vest in equal monthly installments so that 100% vests by the fourth anniversary of that commencement date.