Terns Pharmaceuticals (TERN) director takes 1,697-share option in lieu of $45k cash

Rhea-AI Filing Summary

Terns Pharmaceuticals, Inc. director Jill M. Quigley reported receiving a stock option covering 1,697 shares of common stock on February 1, 2026. The award was granted under the company’s Non-Employee Director Compensation Policy in lieu of her $45,000 cash retainer for 2026.

The option vests in equal monthly installments of 1/12 of the total shares starting from January 1, 2026, becoming fully vested on January 1, 2027. Following this grant, she beneficially owns 1,697 derivative securities directly.

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

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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^*

Quigley Jill M.

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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

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)	$34.6	02/01/2026		A		1,697(1)		(2)	01/31/2036	Common Stock	1,697	$0.00	1,697	D

Explanation of Responses:

1. This option was issued pursuant to the Issuer's Non-Employee Director Compensation Policy, under which the Reporting Person elected to receive this option in lieu of the Reporting Person's cash retainer fee of $45,000 for 2026.

2. The option will vest as to 1/12th of the total shares subject thereto on each monthly anniversary measured from January 1, 2026, such that 100% of the shares subject to the option will be fully vested on January 1, 2027.

Remarks:

	/s/ David Strauss, as Attorney-in-Fact for Jill M. Quigley	02/02/2026
	** 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 transaction did Terns Pharmaceuticals (TERN) report for Jill M. Quigley?

Jill M. Quigley, a director of Terns Pharmaceuticals, Inc., received a stock option for 1,697 shares on February 1, 2026. The grant was made under the Non-Employee Director Compensation Policy in exchange for her $45,000 cash retainer for 2026.

How is Jill M. Quigley’s 2026 director compensation structured at Terns Pharmaceuticals (TERN)?

For 2026, director Jill M. Quigley elected to receive a stock option instead of a $45,000 cash retainer. The option covers 1,697 shares of common stock and was issued under Terns Pharmaceuticals’ Non-Employee Director Compensation Policy.

What are the vesting terms of Jill M. Quigley’s stock option at Terns Pharmaceuticals (TERN)?

The stock option vests as to 1/12 of the shares each month starting from January 1, 2026. All 1,697 shares underlying the option will be fully vested by January 1, 2027, according to the disclosed vesting schedule.

How many derivative securities does Jill M. Quigley own after this Form 4 transaction for Terns Pharmaceuticals (TERN)?

After the reported transaction, Jill M. Quigley beneficially owns 1,697 derivative securities related to Terns Pharmaceuticals common stock. These securities are held directly and arise from the stock option granted on February 1, 2026 under the director compensation policy.

What role does Jill M. Quigley hold at Terns Pharmaceuticals (TERN) in this Form 4 filing?

In this Form 4, Jill M. Quigley is identified as a director of Terns Pharmaceuticals, Inc. She is not listed as an officer or 10% owner. The filing reports a stock option grant tied to her non-employee director compensation for 2026.