[Form 4] Terns Pharmaceuticals, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Terns Pharmaceuticals (NASDAQ: TERN) — Form 4 insider filing. Chief Medical Officer Emil Kuriakose reported one transaction dated 07/01/2025.

• Shares sold: 853 common shares
• Weighted-average price: $4.2671 (range $4.215–$4.32)
• Purpose: Sale executed solely to cover taxes on a previously vested restricted stock unit award; not a discretionary trade.
• Post-sale ownership: 52,464 common shares held directly

No derivative securities were exercised or disposed. The filing indicates routine tax-related share withholding rather than an active reduction in ownership, leaving the CMO with a substantial equity stake.

Positive

• Insider retains 52,464 shares, indicating continued alignment with shareholder interests despite the small sale.

Negative

• Insider sale, even if tax-related, can be interpreted as a minor bearish signal by some market participants.

Insights

Securities Analyst

TL;DR: Small, automatic insider sale for tax withholding; immaterial to fundamentals and neutral for the stock.

The transaction involves only 853 shares, roughly 1.6% of Dr. Kuriakose’s post-sale holding. Because the sale was mandated to satisfy tax obligations upon RSU vesting, it does not reflect a change in his sentiment toward Terns Pharmaceuticals. Remaining ownership of 52,464 shares maintains significant alignment with shareholders. Given the limited size and non-discretionary nature, I classify the event as not impactful to the investment thesis.

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

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)
07/01/2025

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	07/01/2025		S(1)		853	D	$4.2671(2)	52,464	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 $4.215 to $4.32 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	07/03/2025
	** 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

How many TERN shares did CMO Emil Kuriakose sell?

He sold 853 shares on 07/01/2025.

At what price were the TERN shares sold?

The weighted-average sale price was $4.2671, with prices ranging from $4.215 to $4.32.

Why did Emil Kuriakose sell TERN stock?

The shares were automatically sold to cover taxes due on a vested RSU award; it was not a discretionary trade.

How many TERN shares does the CMO now own?

After the transaction, he directly owns 52,464 common shares.

Were any derivative securities involved in this Form 4?

No. No options or other derivatives were exercised or disposed of in the filing.