Terns Pharmaceuticals (NASDAQ: TERN) CEO trades stock in planned sale

Rhea-AI Filing Summary

Terns Pharmaceuticals Chief Executive Officer Amy L. Burroughs reported multiple equity transactions in company stock. On January 14, 2026, she received 150,000 shares of common stock for $0.00 per share, structured as restricted stock units that vest over four years starting January 1, 2026. The same day, she was granted 300,000 stock options with an exercise price of $37.18 per share, also vesting over four years from January 1, 2026.

On January 15, 2026, Burroughs exercised stock options to acquire 27,083, 27,083, and 14,583 shares of common stock at an exercise price of $4.64 per share. She then sold 61,228 shares at a weighted average price of $37.0153 and 7,521 shares at a weighted average price of $37.5256, all under a Rule 10b5-1 trading plan adopted on June 30, 2025. After these transactions, she directly held 288,976 shares of common stock and indirectly held 8,319 shares through the Amy L Burroughs 2017 Trust.

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)
01/14/2026

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	01/14/2026		A		150,000(1)	A	$0.00	288,976	D
Common Stock	01/15/2026		M(2)		27,083	A	$4.64	316,059	D
Common Stock	01/15/2026		M(2)		27,083	A	$4.64	343,142	D
Common Stock	01/15/2026		M(2)		14,583	A	$4.64	357,725	D
Common Stock	01/15/2026		S(2)		61,228	D	$37.0153(3)	296,497	D
Common Stock	01/15/2026		S(2)		7,521	D	$37.5256(4)	288,976	D
Common Stock								8,319	I	Trust(5)

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)	$37.18	01/14/2026		A		300,000		(6)	01/13/2036	Common Stock	300,000	$0.00	300,000	D
Stock Option (Right to Buy)	$4.64	01/15/2026		M(2)			27,083	(7)	01/29/2035	Common Stock	27,083	$0.00	1,026,366	D
Stock Option (Right to Buy)	$4.64	01/15/2026		M(2)			27,083	(7)	01/29/2035	Common Stock	27,083	$0.00	999,283	D
Stock Option (Right to Buy)	$4.64	01/15/2026		M(2)			14,583	(7)	01/29/2035	Common Stock	14,583	$0.00	984,700	D

Explanation of Responses:

1. Each share is represented by a Restricted Stock Unit ("RSU"). 25% of the RSUs vest on the first anniversary measured from January 1, 2026 (the "Vesting Commencement Date"), and 1/16th of the total number of shares vest quarterly thereafter, such that 100% of the RSUs will be fully vested on the fourth anniversary of the Vesting Commencement Date.

2. 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.

3. This sale price represents the weighted average sale price of the shares sold ranging from $36.45 to $37.445 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. This sale price represents the weighted average sale price of the shares sold ranging from $37.45 to $37.75 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

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

6. 25% of the shares subject to the option vest on the first anniversary measured from January 1, 2026 (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.

7. 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	01/16/2026
	** 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).
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FAQ

What insider transactions did Terns (TERN) CEO Amy L. Burroughs report?

Amy L. Burroughs, Chief Executive Officer and director of Terns Pharmaceuticals, Inc., reported receiving restricted stock units and stock options, exercising stock options, and selling shares of common stock. The transactions occurred on January 14, 2026 and January 15, 2026, and were reported on a Form 4.

How many Terns (TERN) shares did the CEO acquire through grants in this filing?

On January 14, 2026, Amy L. Burroughs acquired 150,000 shares of common stock at $0.00 per share via restricted stock units, and was granted 300,000 stock options with an exercise price of $37.18 per share. Both the RSUs and the options vest over four years from January 1, 2026.

What stock options did the Terns CEO exercise and at what price?

On January 15, 2026, Amy L. Burroughs exercised stock options for 27,083, 27,083, and 14,583 shares of common stock, each at an exercise price of $4.64 per share. These exercises converted existing stock options into common shares.

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

On January 15, 2026, Amy L. Burroughs sold 61,228 shares of common stock at a weighted average price of $37.0153 per share and 7,521 shares at a weighted average price of $37.5256 per share. The filing notes that these weighted averages reflect sales within stated price ranges.

Was the Terns CEO’s trading activity under a Rule 10b5-1 plan?

Yes. The filing states that the transactions reported were effected pursuant to a Rule 10b5-1 trading plan adopted by Amy L. Burroughs on June 30, 2025. Such plans allow pre-arranged trading of company securities under specified conditions.

What is Amy L. Burroughs’ Terns (TERN) share ownership after these transactions?

Following the reported transactions, Amy L. Burroughs directly held 288,976 shares of common stock. In addition, she beneficially owned 8,319 shares indirectly through the Amy L Burroughs 2017 Trust, as disclosed in the filing.

How do the new RSUs and options for the Terns CEO vest over time?

For the 150,000 RSUs, 25% vest on the first anniversary of January 1, 2026, and the remainder vests in equal quarterly installments so that all RSUs vest by the fourth anniversary. For the new 300,000 stock options with a $37.18 exercise price, 25% vest on the first anniversary of January 1, 2026, with the rest vesting monthly over the following three years, fully vesting by the fourth anniversary.