Terns Pharmaceuticals (TERN) CMO Form 4 shows insider tax-related sale

Rhea-AI Filing Summary

Terns Pharmaceuticals, Inc. Chief Medical Officer Kuriakose Emil filed a Form 4 reporting routine insider sales of common stock. On January 2, 2026, he sold 200 shares at a weighted average price of $39.6 and 955 shares at a weighted average price of $38.3586.

According to the footnotes, these shares were sold to satisfy taxes due upon the vesting of a previously granted restricted stock unit award and do not represent discretionary trading decisions. After these transactions, Emil directly holds 50,365 shares of Terns Pharmaceuticals common stock.

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)
01/02/2026

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	01/02/2026		S(1)		200	D	$39.6(2)	51,320	D
Common Stock	01/02/2026		S(1)		955	D	$38.3586(3)	50,365	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

Explanation of Responses:

1. Represents shares of common stock sold to satisfy taxes associated with the vesting of a restricted stock unit award previously granted to the Reporting Person. Such sales do not represent a discretionary trade by the Reporting Person.

2. This sale price represents the weighted average sale price of the shares sold ranging from $39.25 to $39.95 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 $38.25 to $38.73 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.

Remarks:

	/s/ David Strauss, as Attorney-in-Fact for Emil Kuriakose	01/06/2026
	** 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 activity did Terns Pharmaceuticals (TERN) report in this Form 4?

The Form 4 reports that Chief Medical Officer Kuriakose Emil sold shares of Terns Pharmaceuticals common stock on January 2, 2026.

How many Terns Pharmaceuticals shares did Kuriakose Emil sell?

Kuriakose Emil sold 200 shares of common stock in one transaction and 955 shares in a second transaction on January 2, 2026.

At what prices were the Terns Pharmaceuticals shares sold by the CMO?

The first sale of 200 shares had a weighted average price of $39.6 per share, and the second sale of 955 shares had a weighted average price of $38.3586 per share.

Why did the Terns Pharmaceuticals CMO sell these shares?

The footnotes state the shares were sold to satisfy taxes associated with the vesting of a restricted stock unit award and do not represent a discretionary trade by the reporting person.

How many Terns Pharmaceuticals shares does the CMO own after these transactions?

Following the reported transactions, Kuriakose Emil directly owns 50,365 shares of Terns Pharmaceuticals common stock.

Were the Terns Pharmaceuticals insider sales made under a Rule 10b5-1 trading plan?

The form includes a checkbox referring to transactions made under a Rule 10b5-1(c) trading plan, but the provided excerpt does not show this box as marked for these sales.